UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
SYSCO Corporation
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(Name of Registrant as Specified In Its Charter)
N/A
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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[ ] 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
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[SYSCO LOGO]
SYSCO CORPORATION
IMPORTANT REMINDER
October 31, 2002
Dear SYSCO Shareholder:
The annual meeting of shareholders of SYSCO Corporation will take place
on Friday, November 8, 2002. THIS LETTER IS TO REMIND YOU THAT YOUR VOTE IS
IMPORTANT TO SYSCO.
TO DATE YOUR PROXY VOTE HAS NOT BEEN RECEIVED. We encourage you to vote
promptly using the enclosed duplicate proxy form. If it is convenient, you may
also vote by telephone or the Internet and save SYSCO the expense and cost of
further mailings. Simply follow the instructions included with this letter.
Your Board of Directors recommends that shareholders vote FOR the
election of four directors (proposal 1) and AGAINST the two shareholder
proposals (proposals 2 and 3).
The first shareholder proposal (proposal 2) concerns the
declassification of the Board of Directors. We believe that the current
structure of the Board is in the best interests of the Company's employees and
shareholders. The current structure:
o Provides continuity and stability of SYSCO's business strategies
and policies because, at any given time, a majority of the Board
will have experience in the Company's business and affairs.
o Creates long-term shareholder value as result of the continuity
and quality of leadership that results from a classified board.
o Improves the Board of Directors' ability to negotiate the best
results for shareholders in the event of a takeover situation.
We believe that SYSCO's strong financial performance over many years
speaks for itself. We do not agree with the assertion that our classified Board
structure comes at the expense of accountability to shareholders, as all of the
company's directors, regardless of the length of their term, are required to
uphold their fiduciary duties to the company and its shareholders. Accordingly,
your Board of Directors recommends that shareholders vote AGAINST THE PROPOSAL
TO DECLASSIFY THE BOARD OF DIRECTORS (PROPOSAL 2 ON THE PROXY CARD).
With regard to the proposal seeking to review the Company's policies on
food products that may contain genetically engineered ingredients (proposal 3),
as described in the Proxy Statement, your Board of Directors recommends that
shareholders vote AGAINST THE PROPOSAL (PROPOSAL 3 ON THE PROXY CARD).
Please vote your proxy today - FOR PROPOSAL 1 AND AGAINST PROPOSALS 2
AND 3. If you need another copy of the proxy statement or have any questions,
please contact our proxy solicitor, MacKenzie Partners, Inc., toll free at (800)
322-2885 or collect at (212) 929-5500. We appreciate your prompt attention to
voting your shares and thank you for your continued interest in your Company.
Sincerely,
/s/ CHARLES H. COTROS
Charles H. Cotros
Chairman of the Board and
Chief Executive Officer
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INSTRUCTIONS FOR VOTING BY TELEPHONE
* Call the toll-free number located on the upper left side of the
enclosed proxy card.
* Use your 12-digit control number, which is located above Proposal 1
on the enclosed proxy card, to access the voting menu.
INSTRUCTIONS FOR VOTING VIA THE INTERNET
* Go to www.PROXYVOTE.com
* Use your 12-digit control number, which is located above Proposal 1
on the enclosed proxy card, to access the voting screen
If you have any questions, or need assistance in voting your shares,
please contact our proxy solicitor, MacKenzie Partners, Inc. at
(800) 322 - 2885 (toll-free) or (212) 929 - 5500 (call collect).
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