UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-4561 DIVISION OF CORPORATION FINANCE September 20, 2013 Russell T. Libby Senior Vice President and General Counsel Sysco Co1p0ration 1390 Enclave Parkway Houston, TX 77077 Re: Sysco Co1p0ration Incoming letter dated July 15,2013 Dear Mr. Libby: This is in response to your letters dated July 15, 2013 and August 23, 2013 concerning the shareholder proposal submitted to Sysco by the International Brotherhood ofTeamsters General Fund We also have received a letter from the proponent dated August 2, 2013. Copies ofall ofthe correspondence on which this response is based will be made available on our website at httn://www.sec.gov/divisions/comfinlcf noaction/14a-8.shtml. For your reference, a briefdiscussion ofthe Division's informal procedures regarding shareholder proposals is also available at the same website address. Sincerely, Jonathan A. Ingram Acting ChiefCounsel Enclosure cc: Louis Malizia Assistant Director-Capital Strategies International Brotherhood ofTeamsters
[email protected] September 20, 2013 Response ofthe Office of Chief Counsel Division of Corporation Finance Re: Sysco Corporation Incoming letter dated July 15, 2013 The proposal asks the board to adopt a policy that in the event ofa change of control, there shall be no acceleration ofvesting ofany equity award granted to any named executive officer as defined in Item 402 ofRegulation S-K, provided, however, that the board's compensation committee may provide that any unvested award will vest on a partial, pro rata basis. There appears to be some basis for your view that Sysco may exclude the proposal under rule 14a-8(i)(9).