sysco8k111108.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): November 11,
2008
_______________________
Sysco
Corporation
(Exact
name of registrant as specified in its charter)
_________________________
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Delaware
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1-06544
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74-1648137
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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1390
Enclave Parkway, Houston, TX 77077-2099
(Address
of principal executive office) (zip code)
Registrant’s
telephone number, including area code: (281) 584-1390
N/A
(Former
name or former address, if changed since last report)
_________________________
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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SECTION
5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM
5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
(e) On
November 11, 2008, the Board of Directors (the “Board”) of Sysco Corporation
(“Sysco” or the “Company”), upon recommendation of the Compensation Committee of
the Board, amended the Company’s Fifth Amended and Restated Sysco Corporation
Executive Deferred Compensation Plan ( the “Plan”) in several respects,
including the addition of a provision allowing participants in the Plan a
one-time opportunity during calendar year 2008 to elect to receive a
distribution of all or a portion of their vested balances under the Plan during
calendar year 2009, as well as changes to clarify the definition of the
circumstances under which a “separation of service” occurs under the Plan and to
clarify the procedure for processing in-service distributions under the
Plan.
The First
Amendment to the Fifth Amended and Restated Sysco Corporation Executive Deferred
Compensation Plan was effective as of July 2, 2008. The material
changes to the Plan are summarized below.
Special
Distribution Election
Section
409A of the Internal Revenue Code of 1986, as amended (“Section 409A”),
regulates the tax treatment of nonqualified deferred compensation
plans. The Internal Revenue Service has provided companies with
transition relief that expires on December 31, 2008, to allow them to amend
their deferred compensation plans to make changes to the plans without being
subject to certain requirements under Section 409A, as long as specified
requirements are met.
Under
this transition relief, companies have the opportunity, until December 31, 2008,
to amend their deferred compensation plans to provide their employees with the
opportunity to elect to accelerate the payment of certain deferred compensation
into calendar 2009. As a result, a new Section 6.13 was added to
Article VI of the Plan so that participants may elect, on or before December 15,
2008, to receive a one-time lump sum distribution during calendar 2009 of some
or all of the participants’ deferrals under the Plan, as well as a portion of
vested company matching amounts, determined as of May 15, 2009. The
calendar 2009 distribution will be made on June 30,
2009. Participants who are already in pay status (i.e., retirees)
will not be eligible to accelerate their respective payouts from the
Plan. Consistent with the transition relief, the election may not
apply to any amount that would otherwise be payable during calendar year
2008. Notwithstanding the election, if a participant’s retirement,
disability, death, or termination under the Plan, as applicable, occurs prior to
June 30, 2009, the participant’s Plan account will be distributed pursuant to
the Plan’s provisions regarding distributions upon retirement, disability,
death, termination or in-service distributions, as applicable.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, Sysco Corporation
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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Sysco
Corporation
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Date:
November 12, 2008
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By:
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/s/ Michael C. Nichols
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Michael
C. Nichols
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Senior
Vice President, General Counsel
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and
Corporate Secretary
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