<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
SYSCO CORPORATION
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and
0-11.
(1) Title of each class of securities to which transaction applies:
- - --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- - --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- - --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- - --------------------------------------------------------------------------------
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- - --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- - --------------------------------------------------------------------------------
(3) Filing Party:
- - --------------------------------------------------------------------------------
(4) Date Filed:
- - --------------------------------------------------------------------------------
<PAGE> 2
[SYSCO CORPORATION LOGO]
SYSCO CORPORATION
1390 ENCLAVE PARKWAY
HOUSTON, TEXAS 77077-2099
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 7, 1997
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Sysco
Corporation, a Delaware corporation (the "Company"), will be held November 7,
1997, at 10:00 a.m., at the Omni Houston Hotel located at Four Riverway,
Houston, Texas, for the following purposes:
A. To elect five directors for terms of office as shown in the
attached Proxy Statement.
B. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only Common Stockholders of record on the books of the Company at the close
of business on September 12, 1997, will be entitled to vote at the meeting.
We hope you will be able to attend the meeting in person but if you cannot
be present, it is important that you sign, date and promptly return the enclosed
proxy in order that your vote may be cast at the meeting.
JOHN F. WOODHOUSE
Chairman of the Board
Dated: September 26, 1997
Enclosure:
A copy of the Annual Report of Sysco Corporation for the fiscal year ended
June 28, 1997, containing financial statements, is enclosed herewith.
<PAGE> 3
SYSCO CORPORATION
1390 ENCLAVE PARKWAY
HOUSTON, TEXAS 77077-2099
1997 ANNUAL MEETING OF STOCKHOLDERS
PROXY STATEMENT
September 26, 1997
The following information is furnished in connection with the solicitation
of proxies for the 1997 Annual Meeting of Sysco Corporation (hereinafter called
the "Company").
A form of proxy for use at the meeting is enclosed. Any stockholder who
executes and delivers a proxy has the right to revoke the same at any time
before it is voted. The solicitation of proxies is made by and on behalf of the
management of the Company.
The cost of solicitation of proxies will be borne by the Company. The
Company will authorize banks, brokerage houses and other custodians, nominees or
fiduciaries to forward copies of proxy materials to the beneficial owners of
shares or to request authority for the execution of the proxies and will
reimburse such banks, brokerage houses and other custodians, nominees or
fiduciaries for their out-of-pocket expenses incurred in connection therewith.
The Company has retained Kissel-Blake Inc. to assist in the solicitation of
proxies from such nominees and certain individual stockholders, in writing or by
telephone, at an estimated fee of $7,000 plus reimbursement for reasonable
out-of-pocket expenses. This Proxy Statement and form of proxy were first mailed
to stockholders on or about September 26, 1997.
As of September 12, 1997, the record date, there were outstanding
171,323,308 shares of the Company's Common Stock, $1 par value ("Common Stock").
The holders of Common Stock vote as a single class and are entitled to one vote
per share, noncumulative. As of September 12, 1997, no person or group was known
to the Company to own more than five percent of the Company's Common Stock. All
directors and executive officers of the Company as a group (23 persons) owned
beneficially 2,667,359 shares (constituting approximately 1.56%) of the
Company's outstanding Common Stock as of September 12, 1997. As stated in the
Notice of Annual Meeting of Stockholders attached hereto, only holders of Common
Stock of record at the close of business on September 12, 1997 will be entitled
to notice of and to vote at the meeting or any adjournment thereof. The stock
transfer book will not be closed.
ELECTION OF DIRECTORS
Five directors are to be elected. The Company's bylaws provide for the
election of directors for staggered terms, with each director serving a
three-year term. The Board of Directors has nominated five directors, Charles H.
Cotros, Jonathan Golden, Richard J. Schnieders, Arthur J. Swenka and Thomas B.
Walker, Jr., for three-year terms of office. The proxyholders intend to vote for
the first five persons named below as directors. The remaining ten persons named
in the table set forth on page 3 will continue in office for the terms which
expire at the Annual Meeting of Stockholders in the year opposite their
respective names.
Mr. John F. Baugh, whose term of office as a director of the Company
expires at the 1997 Annual Meeting, has chosen not to stand for reelection at
that meeting. Mr. Baugh, the founder of the Company and a director and principal
officer since its inception, will be retiring after 28 years of distinguished
service to the Company.
Management recommends that the five nominees named below be elected to the
Board of Directors for the above-referenced terms of office. The five nominees
have consented to being named in the Proxy Statement and to serve if elected.
Unless otherwise directed in the proxy form, the proxyholders intend to vote in
favor of electing Messrs. Cotros, Golden, Schnieders, Swenka and Walker as
directors for three-year terms of office and until their respective successors
are elected and shall qualify.
<PAGE> 4
The following information has been furnished to the Company by the five
members of the Board of Directors who are nominees for reelection at the 1997
Annual Meeting:
CHARLES H. COTROS, 60, has served as a director of the Company since 1985.
Mr. Cotros serves as Executive Vice President and Chief Operating Officer of the
Company and is a member of the Executive Committee of the Board of Directors of
the Company. Mr. Cotros also serves as a director of COREStaff, Inc.
JONATHAN GOLDEN, 60, has served as a director of the Company since 1984.
Mr. Golden is a partner of Arnall Golden & Gregory, LLP, counsel to the Company,
and is a member of the Executive Committee of the Board of Directors of the
Company. Mr. Golden also serves as a director of The Profit Recovery Group
International, Inc.
RICHARD J. SCHNIEDERS, 49, was elected to the Board of Directors of the
Company in July 1997. Mr. Schnieders was elected Senior Vice President,
Merchandising and Multi-Unit Sales in May 1997 after previously serving as
Senior Vice President, Merchandising Services since 1992.
ARTHUR J. SWENKA, 60, has served as a director of the Company since 1994.
Mr. Swenka was elected Senior Vice President, Operations of the Company in
December 1994. Previously, Mr. Swenka had served since 1984 as President and
Chief Executive Officer of Nobel/Sysco Food Services Company.
THOMAS B. WALKER, JR., 73, has served as a director of the Company since
1970. Mr. Walker is a limited partner of The Goldman Sachs Group, L.P. and is a
director of A. H. Belo Corporation, Riviana Foods Inc. and NCH Corp. Mr. Walker
is a member of the Executive Committee of the Board of Directors of the Company.
The following information has been furnished to the Company by the ten
members of the Board of Directors of the Company whose terms of office extend
beyond the 1997 Annual Meeting:
JOHN W. ANDERSON, 65, has served as a director of the Company since 1981.
Mr. Anderson is retired, having formerly served as the Vice-President Customer
Services of Southwestern Bell Telephone Company.
COLIN G. CAMPBELL, 61, has served as a director of the Company since 1989.
Mr. Campbell is the President of Rockefeller Brothers Fund, a private
philanthropic foundation, and also serves as a director of Pitney Bowes Inc.,
Hartford Steam Boiler Inspection and Insurance Company and Rockefeller Financial
Services, Inc.
JUDITH B. CRAVEN, 51, has served as a director of the Company since 1996.
She has served since July 1992 as President of the United Way of the Texas Gulf
Coast. From February 1983 to June 1992, Dr. Craven served as Dean of the School
of Allied Sciences of the University of Texas Health Science Center at Houston
and from September 1987 to June 1992 as Vice President of Multicultural Affairs
for the University of Texas Health Science Center. Dr. Craven is also a director
of A.H. Belo Corporation and of the Houston Branch, Federal Reserve Bank of
Dallas.
FRANK A. GODCHAUX III, 70, has served as a director of the Company since
1987. Mr. Godchaux is the Chairman of the Board of Directors of Riviana Foods
Inc., a food manufacturer.
DONALD J. KELLER, 65, has served as a director of the Company since 1986.
Mr. Keller served as the President, Chief Operating Officer and a director of
WestPoint Pepperell, a textile manufacturer, from January 1986 through April
1989 and currently serves as a director of Air Express International, Inc. Mr.
Keller is a member of the Executive Committee of the Board of Directors of the
Company.
BILL M. LINDIG, 60, has served as a director of the Company since 1983. Mr.
Lindig is the President and Chief Executive Officer of the Company and is a
member of the Executive Committee of the Board of Directors of the Company. He
also serves as a director of Burlington Northern Santa Fe Corporation.
RICHARD G. MERRILL, 66, has served as a director of the Company since 1983.
Currently retired, he formerly served as Executive Vice President of The
Prudential Insurance Company of America. Mr. Merrill is also a director of W.R.
Berkley Corporation. Mr. Merrill is a member of the Executive Committee of the
Board of Directors of the Company.
2
<PAGE> 5
FRANK H. RICHARDSON, 64, has served as a director of the Company since
1993. Mr. Richardson served as President and Chief Executive Officer of Shell
Oil Company until his retirement in 1993.
PHYLLIS S. SEWELL, 66, has served as a director of the Company since 1991.
Mrs. Sewell, currently retired, formerly served as Senior Vice President of
Federated Department Stores, Inc. Mrs. Sewell is also a director of Pitney Bowes
Inc. and Lee Enterprises, Inc.
JOHN F. WOODHOUSE, 66, has served as a director and officer of the Company
since its formation in 1969. Mr. Woodhouse is Chairman of the Board of Directors
of the Company. From 1985 until November 1994, Mr. Woodhouse served as Chairman
and Chief Executive Officer of the Company. Mr. Woodhouse also serves as a
director of Shell Oil Company. Mr. Woodhouse is Chairman of the Executive
Committee of the Board of Directors of the Company.
Unless otherwise noted, the persons named above have been engaged in the
principal occupations shown for the past five years or longer.
Although management does not contemplate the possibility, in the event any
nominee is not a candidate or is unable to serve as a director at the time of
the election, the proxies will be voted for any nominee who shall be designated
by the present Board of Directors to fill such vacancy.
The name of each nominee, the term of office for which the nominee is
proposed to be elected, the number of shares of Common Stock beneficially owned
directly or indirectly by each nominee as of the close of business on September
12, 1997 (according to information received by the Company) and the percentage
of outstanding shares of Common Stock such ownership represented at September
12, 1997, are detailed below. Similar information is also provided for those
directors whose terms expire in future years.
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
BENEFICIALLY
CURRENT OWNED AS OF PERCENT OF
TERM SEPTEMBER 12, OUTSTANDING
NAME EXPIRES 1997(1)(2) SHARES(3)
---- ------- ------------- -------------
<S> <C> <C> <C>
Directors Standing for Election for Three-Year Terms of
Office
Charles H. Cotros....................................... 1997 174,695 .10%
Jonathan Golden......................................... 1997 24,000(4) .01%
Richard J. Schnieders................................... 1997 35,520 .02%
Arthur J. Swenka........................................ 1997 68,792 .04%
Thomas B. Walker, Jr.................................... 1997 106,600 .06%
Directors with Continuing Terms
Colin G. Campbell....................................... 1998 1,000 *
Frank A. Godchaux III................................... 1998 27,000(5) .02%
Donald J. Keller........................................ 1998 6,200 *
Frank H. Richardson..................................... 1998 4,000 *
John F. Woodhouse....................................... 1998 634,959 .37%
John W. Anderson........................................ 1999 11,252 .01%
Judith B. Craven........................................ 1999 none --
Bill M. Lindig.......................................... 1999 435,992(6) .25%
Richard G. Merrill...................................... 1999 11,647 .01%
Phyllis S. Sewell....................................... 1999 5,000 *
All Executive Officers and Directors as a Group
(23 Persons)(7)(8)(9)................................... 2,667,359 1.56%
</TABLE>
- - ---------------
* Less than .01% of outstanding shares, after rounding.
(1) Includes shares of Common Stock owned by the wives and/or dependent children
of each of the following named individuals: John F. Baugh, 251,456 shares;
Colin G. Campbell, 500 shares; Frank A. Godchaux III, 6,000 shares; Donald
J. Keller, 200 shares; Richard J. Schnieders, 11,631 shares; and
3
<PAGE> 6
Arthur J. Swenka, 233 shares. Includes 22,520 shares owned by the wives
and/or dependent children of other current executive officers and directors.
(2) Includes shares of Common Stock subject to currently exercisable options as
follows: John F. Baugh, 15,054 shares; Charles H. Cotros, 3,960 shares; Bill
M. Lindig, 4,138 shares; Richard J. Schnieders, 2,640 shares; Arthur J.
Swenka, 6,691 shares; and John F. Woodhouse, 2,640 shares.
(3) Rounded to the nearest 1/100 of one percent.
(4) Includes 20,000 shares held by a trust created under the estate of Sol I.
Golden, of which Mr. Golden is a co-trustee.
(5) Includes 10,000 shares held by Riviana Foods Inc. of which Mr. Godchaux and
his wife are affiliates.
(6) Includes 46,300 shares held by trusts of which Mr. Lindig's wife is trustee.
(7) Includes 73,160 shares subject to currently exercisable options held by
current executive officers and directors other than as set forth in note (2)
above.
(8) As of September 12, 1997, Gregory K. Marshall, Senior Vice President and an
executive named in the Summary Compensation Table on page 9 hereof,
beneficially owned 25,609 shares of Common Stock, constituting .01% of the
outstanding shares of Company Common Stock. Mr. Marshall's ownership
includes currently exercisable options to purchase 8,454 shares.
(9) Total includes shares, including those referenced in footnotes (1) and (2)
above, held by John F. Baugh, who has chosen not to stand for reelection as
a director.
DIRECTOR COMPENSATION
Directors whose principal occupation is other than employment with the
Company are compensated at the rate of $42,000 per year plus reimbursement of
expenses for all services as a director, including committee participation or
special assignments. Such directors are given the opportunity to defer their
annual compensation until their retirement from the Board or until the
occurrence of certain other events. Such deferred compensation accrues interest
at a rate equal to a long-term index (the index utilized is the monthly average
for the previous calendar year of the highest of the 20-year Treasury Bond,
10-year Treasury Note and Moody's Corporate Bond Yield Indices) plus 1%. The
current rate of interest in effect is 8.67% per annum. Messrs. Godchaux, Golden,
Merrill and Walker and Mrs. Sewell elected to defer their annual compensation
for 1997.
The non-employee directors also receive a grant of options to purchase
2,000 shares of Company Common Stock each November under the Company's
Non-Employee Directors Stock Option Plan if the earnings per share of the
Company for the preceding fiscal year increased by 10% or more over the earnings
per share of the Company for the last prior year. In addition to requiring a 10%
increase in earnings per share before options are issued to non-employee
directors, rigorous performance goals generally must be met during the five-year
period after the options are issued before such options will vest and the
grantee may exercise such option. If the options do not vest during the
five-year period after they are issued, such options will vest six months prior
to the expiration of the ten-year life of the grant if the director is still
serving on the Board of Directors. Pursuant to this plan, each non-employee
director received a grant of options to purchase 2,000 shares of Company Common
Stock in each of 1994, 1995 and 1996 (except for Dr. Craven who received one
grant to purchase 2,000 shares in 1996) and no portion of any grant is currently
exercisable.
No other remuneration was paid for services as a director during the fiscal
year ended June 28, 1997.
4
<PAGE> 7
EXECUTIVE COMPENSATION
REPORT ON EXECUTIVE COMPENSATION
This report documents the components of the Company's compensation programs
for its executive officers and describes the basis on which fiscal 1997
compensation determinations were made with respect to the executive officers of
the Company, including Mr. Lindig, the Chief Executive Officer. All fiscal 1997
compensation decisions with respect to base salaries and annual incentive
compensation were made by the Compensation and Stock Option Committee (the
"Committee"), and all option grants under the 1991 Stock Option Plan were made
by the full Board, upon the recommendation of the Committee.
OVERALL EXECUTIVE COMPENSATION PHILOSOPHY
Since it became a publicly held corporation in 1970, the Company has always
directly linked the compensation of its executive officers to the performance of
the Company. Specifically, the Company has tied the level of its executive
compensation to increases in the Company's earnings and return on shareholders'
equity. This has been accomplished through the following means:
- A "pay-for-performance" orientation based upon Company performance for
corporate officers other than senior vice presidents, operations and a
combination of operating company and Company performance for corporate
senior vice presidents, operations and operating company senior
management;
- Competitive base salaries;
- Potentially significant annual incentive bonuses under the Company's
management incentive plan;
- The issuance of performance-based stock options; and
- Customary benefits, including a supplemental executive retirement plan.
The factors and criteria upon which the determination of the fiscal 1997
compensation of Mr. Lindig, the Chief Executive Officer of the Company, was
based were the same as those discussed below with respect to all executive
officers except as otherwise described below with respect to the Company's
senior vice presidents, operations.
BASE SALARIES
The Company has established base salaries of the executive officers of the
Company in the range of compensation payable to executive officers of United
States industrial corporations without reference to specific Company performance
criteria. This range of compensation is reexamined from time to time through a
survey of compensation practices by an independent compensation consultant
across a broad cross-section of U.S. industrial corporations (the "Survey"). The
Survey sample does not necessarily include those companies in the peer group
included in the performance graphs on pages 13 and 14 due to the differing size,
management responsibilities and organizational structures of those corporations
relative to the Company. Base salaries for all of the executive officers were
last reviewed on November 1, 1996, and adjustments were made in compensation
which became effective January 1, 1997. At that time, Mr. Lindig's base salary
was increased approximately 10%. It has been the consistent practice of the
Company to maintain the Chief Executive Officer's base salary at or below the
median of the range of base salaries payable to chief executive officers of the
surveyed industrial corporations which have chief executive officers with job
content and/or responsibilities comparable to those of the Company's Chief
Executive Officer. These base salaries, along with the incentive compensation
described below, are intended to provide an appropriate financial reward to the
Company's executive officers.
ANNUAL INCENTIVE COMPENSATION
The Company provides annual incentive compensation to all executive
officers of the Company through the Sysco Corporation 1995 Management Incentive
Plan ("MIP"). The MIP is designed to offer opportuni-
5
<PAGE> 8
ties for compensation which are tied directly to Company performance. In
addition, the MIP is designed to foster significant equity ownership in the
Company by the executive officers and all other participants in the MIP. The MIP
is available not only to Mr. Lindig and the other executive officers, but also
to approximately 102 others who are members of the Company's corporate
management or are managing officers of each of the Company's operating
subsidiaries and divisions.
For executive officers, fiscal 1997 incentive bonuses under the MIP were
calculated in two parts. The first part was based on the overall performance of
the Company and was based upon the interplay between the percentage increase in
earnings per share and the return on shareholders' equity. The MIP utilized a
matrix based on these two factors to determine a percentage number which is
applied to 70% of the participant's base salary. With respect to the
determination of whether or not there has been an increase in earnings per share
for a fiscal year during which the federal income tax rate has changed, such
determination is made as if federal income tax rates had not changed during such
fiscal year. The percentage determined by the matrix in fiscal 1997 was 90%,
resulting in an award of 63% of base salary to each executive officer
participating in this portion of the MIP, including Mr. Lindig, who was awarded
$434,700.
The second portion of the fiscal 1997 incentive bonus under the MIP for
executive officers was based upon the number of Sysco operating companies which
achieve a target return on capital. This portion of the incentive bonus is only
paid when the operating companies achieving the goals, in the aggregate, employ
at least 50% of the total capital of all of the Company's operating companies,
which was the case during fiscal 1997. For the first ten operating companies
achieving this goal, the participant earns 9% of the participant's base salary.
For each additional operating company achieving this goal, the participant earns
1.5% of the participant's base salary. In fiscal 1997, 42 Sysco operating
companies met this goal, resulting in an award of 57% of base salary to each
executive officer participating in this portion of the MIP, including Mr.
Lindig, who was awarded $393,300.
For senior vice presidents, operations, a portion of their bonus was based
upon the two-part calculation set forth above and a portion was based upon the
aggregate financial results of those operating subsidiaries or divisions for
which they are responsible, considered as one company. This portion is based
upon the interplay between the aggregate percentage increase in pretax earnings
of their supervised operations and the aggregate return on capital of their
supervised operations.
In order to encourage significant equity ownership in the Company by its
executive officers and the management of its operating companies, the MIP
provides that participants may elect to receive up to 40% of their annual
incentive bonus in the form of Sysco Common Stock, based on a per share price
equal to the closing price on the New York Stock Exchange of Sysco Common Stock
on the last day of the fiscal year for which the MIP bonus is calculated. If
such election is made, the participant is awarded one additional share for each
two shares received in accordance with the foregoing calculation. Although such
stock is owned by the participant, who receives dividends on the shares, for the
first two years following the date of issue, certain additional restrictions
apply to the shares. In addition, participants who elect to receive Common Stock
are also entitled to receive an additional cash bonus ("Supplemental Bonus")
equal to the product of (i) the value of such matching shares received by the
participant (which is equal to the closing price of such shares on the last
trading day of the fiscal year), and (ii) the effective tax rate applicable to
the Company as described in the "Income Taxes" footnote to financial statements
contained in the Company's Annual Report to Stockholders. In fiscal 1997, Mr.
Lindig elected to receive 40% of his bonus in Sysco Common Stock. The stock
portion of the bonus awarded Mr. Lindig under the MIP consisted of 13,427 shares
valued at $496,799; he also has received a Supplemental Bonus of $64,584.
Finally, MIP participants are entitled to defer under the Company's
Deferred Compensation Plan up to 40% of their annual incentive bonus (without
considering any election to receive a portion of the bonus in stock). For
deferrals of up to 20% of the annual incentive bonus, the Deferred Compensation
Plan provides for the Company to make a payment equal to 50% of the amount
deferred. This matching payment vests upon the earliest to occur of (i) the
tenth anniversary of the date the matching payment is made, (ii) the
participant's reaching age sixty, (iii) the death or permanent disability of the
participant, or (iv) a change in control of the Company. In fiscal 1997, Mr.
Lindig deferred 20% of his MIP bonus.
6
<PAGE> 9
As determined by the Committee, based upon the foregoing criteria, over
half of fiscal 1997 aggregate compensation (other than options, which are
discussed under "1991 Stock Option Plan" in this Report below) for the executive
officers, including Mr. Lindig, was in the form of bonuses and therefore
directly dependent upon Company performance.
BENEFITS
Executives also participate in the Company's regular employee benefit
programs, which include a pension program, a retirement savings plan, group
medical and dental coverage, group life insurance and other group benefit plans.
In addition, executives are provided with a supplemental retirement plan which
is designed, generally, to provide annual payments equal to 50% of the
participant's final average annual compensation (i.e., the average compensation
over the five consecutive fiscal years out of the ten fiscal years preceding
retirement that provide the highest average annual compensation), less all
Company and other retirement plan benefits and Social Security payments
available to the participant upon retirement. Further details with respect to
the Company's qualified pension plan are provided on pages 11 and 12.
Substantially all decisions with respect to such benefits are made on a group
basis and no individual decisions were made with respect to the executive
officers named in the Summary Compensation Table.
1991 STOCK OPTION PLAN
During fiscal 1997, the Company granted options to purchase shares of
Company Common Stock to 852 key employees, including the Company's executive
officers, pursuant to its 1991 Stock Option Plan (the "Plan"). Under the Plan,
the Company is permitted to issue stock options which are qualified as incentive
stock options under the Internal Revenue Code of 1986, as amended (the "Code"),
options which are not so qualified and stock appreciation rights. To date, the
Company has issued only stock options under the Plan and has no current plans to
issue stock appreciation rights. All fiscal 1997 grants to executive officers
were made in September 1996.
The Plan is administered by the Committee; however, all award decisions
under the Plan during fiscal 1997 were made by the full Board upon the
recommendation of the Committee. In general, it is the practice of the Committee
and the Board to consider issuing options under the Plan only when participants
in the MIP are entitled to receive an annual incentive bonus thereunder. In
other words, option grants generally are considered only in years when the
Company achieves certain earnings per share and return on shareholders' equity
targets. See "Annual Incentive Compensation" above. It is the current intention
of the Committee and the Board to continue this practice, although it is not
required by the terms of the Plan.
If the threshold earnings level for the grant of options is met, the
Committee and the Board will determine whether or not to grant options to
purchase Common Stock to the Chief Executive Officer and the other executive
officers of the Company, along with certain managing officers of the Company's
significant operating subsidiaries and divisions. In addition, the Board and the
Committee with the advice of Company senior management, based upon input from
the managing officers of the respective operating companies, will determine
whether or not to grant options to certain key employees of those operating
companies which have met the earnings requirements for option grants. Finally,
the Board and the Committee, with the advice of Company senior management,
determines several other levels of option grants which will be made available to
corporate management employees of the Company who have made significant
contributions to the Company over the prior fiscal year.
In addition to requiring that certain performance goals must be met before
options are issued to any Plan participant, it has been the consistent practice
of the Company to impose rigorous performance goals which must be met before the
options will vest and participants may exercise their options. In the case of
corporate employees, these performance goals are based upon increases in Company
earnings per share and return on shareholders' equity. In effect, therefore,
there have been two different sets of performance goals, one for the grant of
the option and one for the exercise of the option. The Company currently
anticipates continuing this practice.
7
<PAGE> 10
It also has been the practice of the Company to provide that options
granted under the Plan expire ten years after the date of grant, with a
five-year initial vesting period. The Board and the Committee currently
anticipate continuing the practice of providing that options which have not
vested during this five-year period will vest six (6) months prior to the end of
their ten-year life provided the holder remains in the active employment of the
Company or one of its operating companies at that time.
During fiscal 1997, Mr. Lindig received one (1) grant of 10,000 options at
an exercise price of $31.88 per share. These options contain vesting
requirements which are identical to those discussed above.
REVIEW OF POTENTIAL EFFECT OF SECTION 162(M)
Section 162(m) of the Code ("Section 162(m)") generally sets a limit of $1
million on the amount of compensation (other than certain types of compensation,
including "performance-related" compensation that complies with the requirements
of Section 162(m)) that the Company can deduct for federal income tax purposes
in any given year with respect to the compensation of each of the executive
officers named in the Summary Compensation Table in the proxy statement with
respect to such year. The Board and the Committee have determined, after
reviewing the effect of Section 162(m), that their policy will be to structure
the performance-based compensation arrangements for such named executive
officers, to the extent feasible and taking into account all relevant
considerations, so as to satisfy Section 162(m)'s conditions for deductibility.
<TABLE>
<S> <C>
BOARD OF DIRECTORS, as to COMPENSATION AND STOCK
grants under the 1991 OPTION COMMITTEE, as to base salary
Stock Option Plan: and annual incentive compensation:
John F. Woodhouse, Chairman Donald J. Keller, Chairman
Bill M. Lindig John W. Anderson
John W. Anderson Colin G. Campbell
John F. Baugh Richard G. Merrill
Colin G. Campbell Frank H. Richardson
Charles H. Cotros Phyllis S. Sewell
Judith B. Craven
Frank A. Godchaux III
Jonathan Golden
Donald J. Keller
Richard G. Merrill
Frank H. Richardson
Richard J. Schnieders
Phyllis S. Sewell
Arthur J. Swenka
Thomas B. Walker, Jr.
</TABLE>
8
<PAGE> 11
The following tables set forth information with respect to the Chief
Executive Officer and the four most highly compensated executive officers of the
Company and its subsidiaries employed at the end of fiscal 1997 as to whom the
total annual salary and bonus for the fiscal year ended June 28, 1997 exceeded
$100,000:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARD(5)
------------------------------------------ -----------------------
(A) (B) (C) (D) (E) (F) (G)
OTHER RESTRICTED SECURITIES (I)
ANNUAL STOCK UNDERLYING ALL OTHER
BONUS COMPENSATION AWARDS OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($) (1)(2)($) (3)($) (4)($) (#) (6)($)
--------------------------- ---- --------- --------- ------------ ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Bill M. Lindig.......................... 1997 $660,000 $561,385 -- $496,799 10,000 $87,642
President and Chief Executive 1996 615,000 439,974 -- 389,320 10,000 69,732
Officer and Director 1995 562,500 483,480 -- 426,600 10,000 76,146
John F. Woodhouse....................... 1997 $615,000 $500,385 -- $442,779 10,000 $78,642
Chairman and Director 1996 615,000 429,511 -- 380,038 10,000 68,187
1995 607,500 495,583 -- 437,249 10,000 77,924
Charles H. Cotros....................... 1997 $510,000 $435,306 -- $385,170 10,000 $69,042
Executive Vice President and Chief 1996 472,500 338,703 -- 299,722 10,000 54,797
Operating Officer and Director 1995 440,000 370,691 -- 327,037 10,000 59,556
Gregory K. Marshall..................... 1997 $282,500 $235,953 -- $208,791 8,000 $ 3,303
Senior Vice President 1996 270,000 192,045 -- 169,949 8,000 3,168
1995 257,500 213,565 -- 188,387 8,000 3,153
Richard J. Schnieders................... 1997 $240,625 $223,753 -- $197,987 8,000 $35,851
Senior Vice President, Merchandising 1996 220,000 157,156 -- 139,021 8,000 14,216
and Multi-Unit Sales and Director 1995 207,500 173,272 -- 152,840 8,000 28,067
</TABLE>
- - ---------------
(1) Includes amounts deferred pursuant to the Company's Executive Deferred
Compensation Plan.
(2) Does not include that portion of a participant's bonus which the participant
elected to receive in the form of restricted Common Stock of the Company.
See column (f).
(3) Does not include perquisites and other personal benefits, if any, the
aggregate of which in the case of each named individual does not exceed the
lesser of $50,000 or 10% of such individual's annual salary and bonus as
reported.
(4) The amount presented is determined by multiplying the number of shares
earned by the closing price of the Company's Common Stock on the New York
Stock Exchange on June 27, 1997, the date as of which the shares were
earned, without taking into consideration the following restrictions on the
shares. The shares are not transferable by the recipient for two years
following receipt thereof and are subject to certain repurchase rights on
the part of the Company in the event of termination of employment other than
pursuant to normal retirement or disability. The recipient receives
dividends on the shares during the restricted two-year period. During fiscal
1997, the number of restricted shares received by the named individuals was
as follows: Mr. Lindig -- 13,427 shares; Mr. Woodhouse -- 11,967 shares; Mr.
Cotros -- 10,410 shares; Mr. Marshall -- 5,643 shares; and Mr.
Schnieders -- 5,351 shares. At the end of fiscal 1997, the aggregate number
and dollar amount (computed using the closing price of the Company's Common
Stock on June 27, 1997 as described above) of restricted shares held by the
named individuals were as follows: Mr. Lindig -- 24,794 shares at $917,378;
Mr. Woodhouse -- 23,063 shares at $853,331; Mr. Cotros -- 19,161 shares at
$708,957; Mr. Marshall -- 10,605 shares at $392,385; and Mr.
Schnieders -- 9,410 shares at $348,170.
(5) Column (h), Long Term Incentive Plan Payouts, is not included in the table
since no compensation required to be reported thereunder was paid to the
named individuals during the periods covered by the table nor does the
Company have any compensation plans which provide for the payment of such
compensation.
9
<PAGE> 12
(6) The amounts shown include the Company match equal to 50% of the first 20% of
the annual incentive bonus which each individual elected to defer under the
Company's Executive Deferred Compensation Plan and the amount the Company
paid for term life insurance coverage for each individual as follows:
<TABLE>
<CAPTION>
1997 1996 1995
------------------------------ ------------------------------ ------------------------------
DEFERRED TERM DEFERRED TERM DEFERRED TERM
NAME TOTAL MATCH INSURANCE TOTAL MATCH INSURANCE TOTAL MATCH INSURANCE
---- ------- -------- --------- ------- -------- --------- ------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Bill M. Lindig.............. $87,642 $82,800 $4,842 $69,732 $64,890 $4,842 $76,146 $71,100 $5,046
John F. Woodhouse........... 78,642 73,800 4,842 68,187 63,345 4,842 77,924 72,878 5,046
Charles H. Cotros........... 69,042 64,200 4,842 54,797 49,955 4,842 59,556 54,510 5,046
Gregory K. Marshall......... 3,303 None 3,303 3,168 None 3,168 3,153 None 3,153
Richard J. Schnieders....... 35,851 33,000 2,851 14,216 11,588 2,628 28,067 25,478 2,589
</TABLE>
The following table provides, as to the individuals named in the Summary
Compensation Table, information regarding the grants of stock options during the
last fiscal year. The Company did not grant any stock appreciation rights during
the last fiscal year.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
NUMBER OF PERCENTAGE OF
SECURITIES TOTAL OPTIONS
UNDERLYING GRANTED TO EXERCISE OR GRANT DATE
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION PRESENT
NAME GRANTED(#)(1) FISCAL 1997 ($/SHARE) DATE VALUE($)(2)
---- ------------- ------------- -------------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Bill M. Lindig.................... 10,000 .82% $31.875 9/4/2006 $124,810
John F. Woodhouse................. 10,000 .82% $31.875 9/4/2006 $124,810
Charles H. Cotros................. 10,000 .82% $31.875 9/4/2006 $124,810
Gregory K. Marshall............... 8,000 .65% $31.875 9/4/2006 $ 99,848
Richard J. Schnieders............. 8,000 .65% $31.875 9/4/2006 $ 99,848
</TABLE>
- - ---------------
(1) The options do not vest and become exercisable unless the Company attains
certain levels of increases in pretax earnings and return on shareholders'
equity. If these increases are not attained within five years of the date of
grant, the options will not vest thereafter until six months prior to the
expiration of the ten-year life of the grant, and only if the recipient is
still an active employee of the Company at that time.
(2) The hypothetical grant value for the options was determined using a modified
Black-Scholes pricing model. In applying the model, the Company assumed a
12-month volatility of 25.19%, a 6.42% risk-free rate of return, a dividend
yield at the date of grant of 1.88%, and a 10-year option term. The Company
did not assume any option exercises or risk of forfeiture during the 10-year
term. If used, such assumptions could have reduced the reported grant date
value. The actual value, if any, an executive may realize upon exercise of
options will depend on the excess of the stock price over the exercise price
on the date the option is exercised. Consequently, there is no assurance
that the value realized will be at or near the value estimated by the
modified Black-Scholes model.
10
<PAGE> 13
The following table provides information with respect to aggregate option
exercises in the last fiscal year and fiscal year-end option values for the
executive officers named in the Summary Compensation Table. The Company did not
grant any stock appreciation rights during the last fiscal year.
AGGREGATED OPTION EXERCISES
IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
(A) (B) (C) (D) (E)
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AT JUNE 28, OPTIONS AT JUNE 28,
SHARES VALUE 1997(#) 1997($)(2)
ACQUIRED ON REALIZED --------------------------- ---------------------------
NAME EXERCISE(#) ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Bill M. Lindig................ None None 4,138 33,700 $ 53,116 $278,813
John F. Woodhouse............. 1,498 $13,108 2,640 33,700 31,020 278,813
Charles H. Cotros............. None None 3,960 33,700 46,530 278,813
Gregory K. Marshall........... None None 8,454 27,700 112,817 229,063
Richard J. Schnieders......... 2,720 29,700 2,640 27,700 31,020 229,063
</TABLE>
- - ---------------
(1) Computed based on the difference between the closing price of the Common
Stock on the day of exercise and the exercise price.
(2) Computed based on the difference between the closing price on June 27, 1997
and the exercise price.
DEFINED BENEFIT RETIREMENT PLAN
The Company has a defined benefit retirement plan which was amended and
restated effective July 2, 1989 ("Retirement Plan") and further amended
effective January 1, 1996. The Retirement Plan provides for an annual benefit
payable monthly for five years certain and life thereafter, equal to (a) the
normal retirement benefit which accrued under the prior plan as of July 2, 1989,
plus (b) an amount equal to 1 1/2% of the participant's aggregate career
compensation earned on and after July 2, 1989.
In the event of a participant's death prior to his or her normal retirement
age (age 65) or the commencement of a benefit, if earlier, and if the
participant has five or more years of credited service, a death benefit is
payable in an amount equal to the value of the pension accrued by the deceased
participant prior to his or her death or earlier termination of employment.
Under current law and regulations, the maximum annual retirement benefit
that may be payable in 1997 under the five years certain and life thereafter
form of payment to an individual retiring at age 65 is $123,450. Without regard
to this maximum limitation, the named executive officers have accrued the
following benefits and credited benefit service as of June 28, 1997: Mr.
Cotros -- $80,521 and 21 years; Mr. Lindig -- $70,939 and 13 years; Mr.
Schnieders -- $30,601 and 14 years; Mr. Marshall -- $22,454 and 8 years; and Mr.
Woodhouse -- $175,259 and 28 years.
11
<PAGE> 14
The named executive officers also have anticipated future service to age 65
as follows (except for Mr. Woodhouse who currently is 66): Mr. Cotros -- 5
years; Mr. Lindig -- 5 years; Mr. Schnieders -- 16 years; and Mr. Marshall -- 15
years. In addition to benefits accrued to date, each named executive officer
will accrue benefits in the future in accordance with the table below:
PENSION PLAN TABLE(1)(2)
<TABLE>
<CAPTION>
CAREER AVERAGE YEARS OF CREDITED SERVICE
COMPENSATION EARNED ON --------------------------------------------------------------
AND AFTER JUNE 28, 1997(3) 10 15 20 25 30 35
- - -------------------------- ------ ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 50,000................... 7,500 11,250 15,000 18,750 22,500 26,250
100,000................... 15,000 22,500 30,000 37,500 45,000 52,500
150,000................... 22,500 33,750 45,000 56,250 67,500 78,750
200,000................... 30,000 45,000 60,000 75,000 90,000 105,000
</TABLE>
- - ---------------
(1) Assumes that the annual benefit is payable for five years certain and life
thereafter and that retirement age is 65. Pension plan benefits are not
subject to deduction by social security or any other offsets.
(2) Current law and regulations limit retirement benefits in 1997 to $123,450 if
they are payable for five years certain and life thereafter (assuming
Retirement Plan and Social Security retirement age of 65). This limitation
applies to total retirement benefits under the Retirement Plan as determined
by adding benefits accrued with respect to periods of employment with the
Company both before and after June 28, 1997. The Pension Plan Table does not
reflect this limitation.
(3) Compensation for benefit calculation purposes is limited by law to $160,000
for 1997 and later years subject to future cost-of-living adjustments. Pay
limitations are not taken into account in the Pension Plan Table.
To the extent included in W-2 income, all amounts shown in the Summary
Compensation Table, other than deferred bonus, term life insurance payments and
the Company match under the Executive Deferred Compensation Plan, are utilized
to compute career average compensation subject to the pay limitations noted in
footnote (3).
12
<PAGE> 15
PERFORMANCE GRAPHS
PERFORMANCE GRAPHS
The following two performance graphs compare the performance of the
Company's Common Stock to the S&P 500 Index and to a peer group for the
Company's last five and ten fiscal years, respectively. The peer group is
comprised of Fleming Companies, Inc., Nash Finch Company, Richfood Holdings,
Inc., Rykoff-Sexton, Inc., Super Food Services, Inc. and Supervalu Stores, Inc.
These distributors of grocery or foodservice products were selected since they
comprise a broad group of publicly held corporations with food distribution
operations similar in some respects to the Company's operations. Rykoff-Sexton,
Inc. is the only other publicly held foodservice distributor to be in existence
throughout the five and ten-year periods, although, unlike the Company, it also
manufactures certain food products. Each other member of the peer group is in
the business of distributing grocery products to retail supermarkets. The
Company considers this to be a more representative peer group than the "S&P
Foods -- Wholesaler" index maintained by Standard & Poor's Corporation and
consisting of the Company, Fleming Companies, Inc. and Supervalu Stores, Inc.
During the past few years, two foodservice distributors have become publicly
owned companies. These are JP Foodservice, Inc. and Performance Food Group
Company. They have not been included in the peer group because of the lack of
available historical financial data. JP Foodservice, Inc. has announced its
intention to merge with Rykoff-Sexton, Inc.
The returns of each member of the peer group are weighted according to each
member's stock market capitalization as of the beginning of each period
measured. The graphs assume that the value of the investment in each of the
Company's Common Stock, the index and the peer group was $100 at each of June
27, 1992 and June 27, 1987, and that all dividends were reinvested. Performance
data for the Company is provided as of the last trading day of each of the
Company's last five and ten fiscal years, respectively.
Performance data for the S&P 500 Index and for each member of the peer
group is provided for the latest fiscal year and the last trading day closest to
June 30 of each year.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
<TABLE>
<CAPTION>
MEASUREMENT PERIOD
(FISCAL YEAR COVERED) SYSCO S&P 500 PEER GROUP
<S> <C> <C> <C>
1992 100 100 100
1993 104.20 113.63 125.90
1994 99.55 115.23 116.72
1995 128.26 145.27 122.16
1996 151.20 183.04 121.47
1997 163.92 246.32 146.53
</TABLE>
13
<PAGE> 16
COMPARISON OF TEN-YEAR CUMULATIVE TOTAL RETURN
<TABLE>
<CAPTION>
MEASUREMENT PERIOD
(FISCAL YEAR COVERED) SYSCO S&P 500 PEER GROUP
<S> <C> <C> <C>
1987 100.00 100.00 100.00
1988 84.79 93.10 87.95
1989 137.38 112.23 102.11
1990 199.99 130.74 101.38
1991 241.03 140.41 106.95
1992 282.85 159.24 96.93
1993 294.73 180.95 122.03
1994 281.59 183.50 113.14
1995 362.82 231.34 118.41
1996 427.70 291.49 117.74
1997 463.66 392.25 142.02
</TABLE>
14
<PAGE> 17
OTHER INFORMATION
The Company's Nominating Committee, consisting of Jonathan Golden
(Chairman), Colin G. Campbell, Frank A. Godchaux III, Donald J. Keller, Richard
G. Merrill, Frank H. Richardson, Phyllis S. Sewell and Thomas B. Walker, Jr.,
held five (5) meetings during fiscal 1997. The function of the Nominating
Committee is to propose directors and officers for election or reelection. The
Nominating Committee will consider nominees recommended in writing by
stockholders.
The Company's Compensation and Stock Option Committee consisted of Thomas
B. Walker, Jr. (Chairman), Jonathan Golden, Donald J. Keller, Richard G.
Merrill, John W. Anderson, Colin G. Campbell, Frank A. Godchaux III and Phyllis
S. Sewell at the beginning of fiscal 1997. Effective May 13, 1997, Messrs.
Godchaux, Golden and Walker resigned from the Compensation Committee and Mr.
Richardson became a member. The Compensation Committee held three (3) meetings
during fiscal 1997. The function of the Compensation Committee is to consider
for recommendation to the Board of Directors of the Company the annual
compensation of directors and officers of the Company, to oversee the
administration of the Company's 1995 Management Incentive Plan and the 1991
Stock Option Plan, and to provide guidance in the area of employee benefits,
including retirement plans and group insurance.
The Board of Directors held five (5) meetings during fiscal 1997 and all
directors of the Company attended 75% or more of the aggregate of (1) the total
number of meetings of the Board of Directors and (2) the total number of
meetings held by all committees of the Board on which he or she served during
fiscal 1997.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Pursuant to Section 16(a) of the Securities Exchange Act of 1934 and the
rules issued thereunder, the Company's executive officers and directors and any
persons holding more than ten percent (10%) of the Company's common stock are
required to file with the Securities and Exchange Commission and the New York
Stock Exchange reports of their initial ownership of the Company's Common Stock
and any changes in ownership of such Common Stock. Specific due dates have been
established and the Company is required to disclose in its Annual Report on Form
10-K and Proxy Statement any failure to file such reports by these dates. Copies
of such reports are required to be furnished to the Company. Based solely on its
review of the copies of such reports furnished to the Company, or written
representations that no reports were required, the Company believes that, during
fiscal 1997, all of its executive officers (including the named executive
officers), directors and persons owning more than 10% of its Common Stock
complied with the Section 16(a) requirements, except (i) O. Wayne Duncan filed
one report late to report one transaction; and (ii) Thomas E. Lankford amended
one timely filed Form 3 to include two holdings of exempt options that were
inadvertently omitted from the original report, and filed one late report to
report one transaction.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Anderson, Campbell, Godchaux, Golden, Keller, Merrill, Richardson
and Walker, and Mrs. Sewell were the only members of the Company's Board of
Directors to serve on the Company's Compensation Committee during fiscal 1997
and were not, during fiscal 1997 or prior thereto, officers or employees of the
Company or any subsidiary thereof. Mr. Golden is the sole stockholder of
Jonathan Golden, P.C., a partner in the law firm of Arnall Golden & Gregory,
LLP, Atlanta, Georgia, counsel to the Company. The Company believes that fees
paid to such firm were fair and reasonable in view of the level and extent of
services rendered. Mr. Godchaux is chairman of Riviana Foods, Inc., a food
products company which had sales to the Company or its wholly-owned subsidiaries
of approximately $593,460 during fiscal 1997. The Company believes that the
terms of such transactions were fair and no less favorable to the Company than
those available from other suppliers.
VOTING PROCEDURES AND VOTE REQUIRED
The Board of Directors of the Company will select one or more Inspectors of
Election, who shall determine the number of shares of voting stock outstanding,
the voting power of each, the number of shares of
15
<PAGE> 18
stock represented at the Annual Meeting, the existence of a quorum (which shall
consist of thirty-five percent (35%) of the shares entitled to vote), and the
validity and effect of proxies. The Inspectors of Election shall receive votes,
ballots or consents, hear and determine any challenges and questions arising in
connection with the right to vote, tabulate all votes cast for and against (and
abstentions in respect of) each proposal and determine the result of such vote.
In accordance with the Delaware General Corporation Law, the election of
the nominees named herein as directors will require the affirmative vote of a
plurality of the votes cast by the shares of Company Common Stock entitled to
vote in the election provided that a quorum is present at the Annual Meeting.
Abstentions and broker non-votes will not be relevant to the outcome.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP served as the independent public accountants providing
auditing, financial and tax services to the Company for fiscal year 1997 and
will provide such services during the current fiscal year 1998. The Company
expects that representatives of Arthur Andersen LLP will be present at the
Annual Meeting with the opportunity to make a statement if they desire to do so
and that they will be available to respond to appropriate questions.
The Company has an Audit Committee of the Board of Directors which is
composed of Richard G. Merrill (Chairman), Colin G. Campbell, Judith B. Craven,
Frank A. Godchaux III, Frank H. Richardson, Phyllis S. Sewell and Thomas B.
Walker, Jr. The Audit Committee held three (3) meetings during fiscal 1997. The
Audit Committee reviews and reports to the Company's Board of Directors with
respect to various auditing and accounting matters, including recommendations as
to the selection of the Company's independent public accountants, the scope of
the audit procedures, the nature of the services to be performed for the
Company, the fees to be paid to the Company's independent public accountants,
the performance of the Company's independent public accountants and the
accounting practices of the Company.
STOCKHOLDER PROPOSALS
Appropriate proposals of stockholders intended to be presented at the
Company's 1998 Annual Meeting of Stockholders must be received by the Company by
May 29, 1998 for inclusion in its Proxy Statement and form of proxy relating to
that meeting. If the date of the next Annual Meeting is advanced by more than 30
calendar days or delayed by more than 90 calendar days from the date of the
Annual Meeting to which the Proxy Statement relates, the Company shall, in a
timely manner, inform its stockholders of the change and the date by which
proposals of stockholders must be received.
OTHER MATTERS TO COME BEFORE THE MEETING
Management does not know of any other matters to come before the Annual
Meeting. However, if any other matters properly come before the Annual Meeting,
it is the intention of the persons designated as proxies to vote in accordance
with their best judgment on such matters.
UPON THE WRITTEN REQUEST OF ANY RECORD OR BENEFICIAL OWNER OF COMMON STOCK
OF THE COMPANY WHOSE PROXY WAS SOLICITED IN CONNECTION WITH THE 1997 ANNUAL
MEETING OF STOCKHOLDERS, THE COMPANY WILL FURNISH SUCH OWNER, WITHOUT CHARGE, A
COPY OF ITS ANNUAL REPORT ON FORM 10-K FOR ITS FISCAL YEAR ENDED JUNE 28, 1997.
REQUEST FOR A COPY OF SUCH ANNUAL REPORT ON FORM 10-K SHOULD BE ADDRESSED TO THE
INVESTOR RELATIONS DEPARTMENT, SYSCO CORPORATION, 1390 ENCLAVE PARKWAY, HOUSTON,
TEXAS 77077-2099.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. STOCKHOLDERS WHO DO NOT
EXPECT TO ATTEND THE MEETING IN PERSON ARE URGED TO SIGN, DATE AND RETURN THE
PROXY IN THE ENCLOSED ENVELOPE TO WHICH NO POSTAGE NEED BE AFFIXED IF MAILED IN
THE UNITED STATES.
16
<PAGE> 19
SYSCO-PS-97
<PAGE> 20
This portion intentionally left blank.
DETACH HERE SYS4
- - ------------------------------------------------------------------------------
SYSCO CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
SYSCO CORPORATION
FOR THE ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 7, 1997, 10:00 A.M.
The undersigned hereby constitutes and appoints John F. Baugh and Arthur J.
Swenka, and each of them jointly and severally, proxies, with full power of
substitution to vote all shares of Common Stock which the undersigned is
entitled to vote at the Annual Meeting of Stockholders of Sysco Corporation (the
"Company") to be held on November 7, 1997 at 10:00 a.m., at the Omni Houston
Hotel, Four Riverway, Houston, Texas 77056-1999, or any adjournment thereof.
The undersigned acknowledges the receipt of Notice of the aforesaid Annual
Meeting and Proxy Statement, each dated September 26, 1997, grants authority to
any of said proxies, or their substitutes, to act in the absence of others,
with all the powers which the undersigned would possess if personally present
at such meeting, and hereby ratifies and confirms all that said proxies, or
their substitutes, may lawfully do in the undersigned's name, place and stead.
The undersigned instructs said proxies, or any of them, to vote as set forth on
the reverse side.
- - ----------- -----------
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
- - ----------- -----------
<PAGE> 21
THIS PORTION INTENTIONALLY LEFT BLANK.
DETACH HERE SYS 4
[X] PLEASE MARK -----
VOTES AS IN |
THIS EXAMPLE. |
1. Election of Directors.
Nominees: Charles H. Cotros, Jonathan Golden, Richard J. Schnieders,
Arthur J. Swenka and Thomas B. Walker, Jr.
FOR [ ] [ ] WITHHELD
[ ] ___________________________________________________________________
FOR all nominees except those whose name(s) are written above
2. On all other matters which may properly come before the meeting or
any adjournment thereof.
ALL PROXIES SIGNED AND RETURNED WILL BE VOTED OR NOT VOTED IN ACCORDANCE
WITH YOUR INSTRUCTIONS, BUT THOSE WITH NO CHOICE SPECIFIED WILL BE VOTED
"FOR" EACH OF THE NOMINEES FOR DIRECTOR NAMED HEREON.
MARK HERE FOR ADDRESS [ ]
CHANGE AND NOTE AT LEFT
(Signature should conform to name and
title stenciled hereon. Where there is
more than one owner, each should sign.
Executors, administrators, trustees,
guardians and attorneys should add
their titles upon signing.)
Please sign below, date and return
promptly.
No postage required if this proxy is
returned in the enclosed envelope and
mailed in the United States.
Signature:___________________________________ Date:____________________________
Signature:___________________________________ Date:____________________________
