ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On September 8, 2009, the Board of Directors (the "Board") of Sysco Corporation
(the "Company" or "Sysco") appointed Robert C. Kreidler to serve as the
Company's Executive Vice President and Chief Financial Officer, effective
October 5, 2009. William J. DeLaney, the Company's Chief Executive Officer and
Chief Financial Officer, will continue to serve as the Company's Chief Financial
Officer until October 5, 2009.
Prior to joining Sysco, Mr. Kreidler, age 45, served as Chief Financial Officer
of C&S Wholesale Grocers, a privately-held food wholesaler, from February 2007
through March 2009. Between December 2003 and February 2007, he served as Senior
Vice President of Corporate Strategy and Treasurer for Yum! Brands, Inc., a
restaurant company with worldwide operations.
Mr. Kreidler will receive an annual base salary of $500,000. Effective on his
hire date, he will become a participant in the Sysco Management Incentive Plan
("MIP") and will be eligible for a prorated bonus as a MIP participant for
fiscal 2010. In November 2009, in conjunction with the regular long-term
incentive grants to MIP participants, Mr. Kreidler will receive awards
representing 240% of his annual base salary as follows:
• 50% in stock options subject to five-year annual vesting;
• 25% in cash performance units, based on three-year Company performance; and
• 25% in restricted stock units subject to three-year annual vesting.
At the Company's next scheduled meeting of the Board's Compensation Committee,
Mr. Kreidler will also receive a one-time grant of 5,000 Restricted Stock Units
subject to three-year annual vesting and 75,000 stock options subject to
five-year annual vesting.
As a MIP participant, Mr. Kreidler will also be eligible to participate in the
Company's Supplemental Executive Retirement Plan, the Disability Income Plan and
additional group life and accident, death and dismemberment benefits. In fiscal
2011, he will be eligible to participate in the Executive Deferred Compensation
Plan. Sysco will also reimburse Mr. Kreidler for certain expenses incurred in
moving, including up to 12 months rent in Houston and a portion of his loss, if
any, on the sale of his current home. Any direct reimbursements to Mr. Kreidler
on which federal taxes are due will be increased by 35%.
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