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Keurig Dr Pepper Inc. – ‘10-K’ for 12/31/23 – ‘EX-97.1’

On:  Thursday, 2/22/24, at 9:06am ET   ·   For:  12/31/23   ·   Accession #:  1418135-24-7   ·   File #:  1-33829

Previous ‘10-K’:  ‘10-K’ on 2/23/23 for 12/31/22   ·   Latest ‘10-K’:  This Filing   ·   36 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size

 2/22/24  Keurig Dr Pepper Inc.             10-K       12/31/23  120:16M

Annual Report   —   Form 10-K   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.91M 
 2: EX-10.20    Material Contract                                   HTML     32K 
 3: EX-10.21    Material Contract                                   HTML     67K 
 4: EX-21.1     Subsidiaries List                                   HTML     48K 
 5: EX-23.1     Consent of Expert or Counsel                        HTML     30K 
10: EX-97.1     Clawback Policy re: Recovery of Erroneously         HTML     36K 
                Awarded Compensation                                             
 6: EX-31.1     Certification -- §302 - SOA'02                      HTML     35K 
 7: EX-31.2     Certification -- §302 - SOA'02                      HTML     35K 
 8: EX-32.1     Certification -- §906 - SOA'02                      HTML     32K 
 9: EX-32.2     Certification -- §906 - SOA'02                      HTML     32K 
16: R1          Cover Page                                          HTML    100K 
17: R2          Consolidated Statements of Income                   HTML    128K 
18: R3          Consolidated Statements of Comprehensive Income     HTML     66K 
19: R4          Consolidated Statements of Comprehensive Income -   HTML     35K 
                Parentheticals                                                   
20: R5          Consolidated Balance Sheets                         HTML    156K 
21: R6          Consolidated Balance Sheets (Parenthetical)         HTML     47K 
22: R7          Consolidated Statements of Cash Flows               HTML    186K 
23: R8          Consolidated Statements of Changes in               HTML    144K 
                Stockholders' Equity                                             
24: R9          Consolidated Statements of Changes in               HTML     32K 
                Stockholders' Equity (Parentheticals)                            
25: R10         Background and Basis of Presentation                HTML     40K 
26: R11         Significant Accounting Policies (Notes)             HTML    133K 
27: R12         Goodwill and Other Intangible Assets                HTML    146K 
28: R13         Long-term Obligations and Borrowing Arrangements    HTML    109K 
29: R14         Derivatives                                         HTML    113K 
30: R15         Leases                                              HTML    161K 
31: R16         Segments                                            HTML     93K 
32: R17         Revenue Recognition                                 HTML     74K 
33: R18         Earnings Per Share                                  HTML     48K 
34: R19         Employee Benefit Plans                              HTML    172K 
35: R20         Stock Based Compensation                            HTML     90K 
36: R21         Acquisitions and Investments in Unconsolidated      HTML     50K 
                Subsidiaries                                                     
37: R22         Income Taxes                                        HTML    130K 
38: R23         Accumulated Other Comprehensive Income              HTML     83K 
39: R24         Property, Plant and Equipment                       HTML     54K 
40: R25         Other Financial Information                         HTML     93K 
41: R26         Commitments and Contingencies                       HTML     46K 
42: R27         Transactions with Variable Interest Entities        HTML     54K 
43: R28         Restructuring and Integration Costs                 HTML     51K 
44: R29         Related Parties                                     HTML     46K 
45: R30         Pay vs Performance Disclosure                       HTML     42K 
46: R31         Insider Trading Arrangements                        HTML     34K 
47: R32         Background and Basis of Presentation (Policies)     HTML     46K 
48: R33         Significant Accounting Policies (Policies)          HTML    215K 
49: R34         Significant Accounting Policies (Tables)            HTML     58K 
50: R35         Goodwill and Other Intangible Assets (Tables)       HTML    162K 
51: R36         Long-term Obligations and Borrowing Arrangements    HTML    108K 
                (Tables)                                                         
52: R37         Derivatives (Tables)                                HTML    108K 
53: R38         Leases (Tables)                                     HTML    116K 
54: R39         Segments (Tables)                                   HTML    118K 
55: R40         Revenue Recognition (Tables)                        HTML     71K 
56: R41         Earnings Per Share (Tables)                         HTML     47K 
57: R42         Employee Benefit Plans (Tables)                     HTML    177K 
58: R43         Stock Based Compensation (Tables)                   HTML     92K 
59: R44         Acquisitions and Investments in Unconsolidated      HTML     46K 
                Subsidiaries (Tables)                                            
60: R45         Income Taxes (Tables)                               HTML    131K 
61: R46         Accumulated Other Comprehensive Income (Tables)     HTML     85K 
62: R47         Property, Plant and Equipment (Tables)              HTML     55K 
63: R48         Other Financial Information (Tables)                HTML     94K 
64: R49         Commitments and Contingencies (Tables)              HTML     38K 
65: R50         Transactions with Variable Interest Entities        HTML     49K 
                (Tables)                                                         
66: R51         Restructuring and Integration Costs (Tables)        HTML     50K 
67: R52         Related Parties (Tables) (Tables)                   HTML     40K 
68: R53         Background and Basis of Presentation (Details)      HTML     33K 
69: R54         Significant Accounting Policies (Details)           HTML    101K 
70: R55         Goodwill and Other Intangible Assets - Goodwill     HTML     44K 
                (Details)                                                        
71: R56         Goodwill and Other Intangible Assets - Intangible   HTML     95K 
                Assets (Details)                                                 
72: R57         Goodwill and Other Intangible Assets - Impairment   HTML     90K 
                Analysis (Details)                                               
73: R58         Long-term Obligations and Borrowing Arrangements -  HTML     47K 
                Long-Term Debt (Details)                                         
74: R59         Long-term Obligations and Borrowing Arrangements -  HTML     41K 
                Current Debt (Details)                                           
75: R60         Long-term Obligations and Borrowing Arrangements -  HTML    101K 
                Senior Unsecured Notes (Details)                                 
76: R61         Long-term Obligations and Borrowing Arrangements -  HTML     68K 
                Borrowing Arrangements (Details)                                 
77: R62         Long-term Obligations and Borrowing Arrangements -  HTML     43K 
                Commercial Paper Program (Details)                               
78: R63         Long-term Obligations and Borrowing Arrangements -  HTML     37K 
                Letter of Credit Facilities (Details)                            
79: R64         Derivatives - Notional Amounts (Details)            HTML     61K 
80: R65         Derivatives - Fair Value (Details)                  HTML     56K 
81: R66         Derivatives - Impact on Net Income (Details)        HTML     64K 
82: R67         Derivatives - Impact of Cash Flow Hedges (Details)  HTML     38K 
83: R68         Leases (Details)                                    HTML    133K 
84: R69         Leases - Sale Leaseback Transactions (Details)      HTML     56K 
85: R70         Segments - Schedules of Results (Details)           HTML     53K 
86: R71         Segments - Assets by Segment (Details)              HTML     55K 
87: R72         Segments - Revenue by Geography (Details)           HTML     43K 
88: R73         Segments - Major Customers (Details)                HTML     40K 
89: R74         Revenue Recognition (Details)                       HTML     66K 
90: R75         Earnings Per Share (Details)                        HTML     70K 
91: R76         Employee Benefit Plans (Details)                    HTML    201K 
92: R77         Employee Benefit Plans - Fair Value of Plan Assets  HTML     42K 
                (Details)                                                        
93: R78         Employee Benefit Plans - Multiemployer Plans        HTML     69K 
                (Details)                                                        
94: R79         Employee Benefit Plans - Defined Contribution       HTML     39K 
                Plans (Details)                                                  
95: R80         Stock Based Compensation (Details)                  HTML    159K 
96: R81         Acquisitions and Investments in Unconsolidated      HTML     86K 
                Subsidiaries - Investments In Unconsolidated                     
                Subsidiaries (Details)                                           
97: R82         Acquisitions and Investments in Unconsolidated      HTML     35K 
                Subsidiaries - Impairment (Details)                              
98: R83         Income Taxes - Income Before Provision for Income   HTML     40K 
                Taxes by Location (Details)                                      
99: R84         Income Taxes - Components of Income Tax Provision   HTML     57K 
                (Details)                                                        
100: R85         Income Taxes - Reconciliation of Provision for      HTML     62K  
                Income Taxes (Details)                                           
101: R86         Income Taxes - Components of Deferred Tax Assets    HTML     74K  
                and Liabilities (Details)                                        
102: R87         Income Taxes - Additional Information (Details)     HTML     55K  
103: R88         Income Taxes - Rollforward of Unrecognized Tax      HTML     45K  
                Benefits (Details)                                               
104: R89         Accumulated Other Comprehensive Income (Details)    HTML     78K  
105: R90         Property, Plant and Equipment (Details)             HTML     58K  
106: R91         Other Financial Information (Details)               HTML    151K  
107: R92         Commitments and Contingencies - Litigation          HTML     40K  
                (Details)                                                        
108: R93         Commitments and Contingencies - Product Warranties  HTML     37K  
                (Details)                                                        
109: R94         Transactions with Variable Interest Entities -      HTML     64K  
                Leasing Arrangements (Details)                                   
110: R95         Transactions with Variable Interest Entities -      HTML     51K  
                Licensing Arrangement (Details)                                  
111: R96         Transactions with Variable Interest Entities -      HTML     35K  
                Nutrabolt (Details)                                              
112: R97         Restructuring and Integration Costs - Schedule of   HTML     40K  
                Charges Incurred (Details)                                       
113: R98         Restructuring and Integration Costs -               HTML     43K  
                Restructuring Liabilities (Details)                              
114: R99         Restructuring and Integration Costs -               HTML     45K  
                Restructuring Programs (Details)                                 
115: R100        Related Parties (Details)                           HTML     57K  
117: XML         IDEA XML File -- Filing Summary                      XML    217K  
120: XML         XBRL Instance -- kdp-20231231_htm                    XML   4.17M  
116: EXCEL       IDEA Workbook of Financial Report Info              XLSX    260K  
12: EX-101.CAL  XBRL Calculations -- kdp-20231231_cal                XML    305K 
13: EX-101.DEF  XBRL Definitions -- kdp-20231231_def                 XML   1.01M 
14: EX-101.LAB  XBRL Labels -- kdp-20231231_lab                      XML   3.02M 
15: EX-101.PRE  XBRL Presentations -- kdp-20231231_pre               XML   1.82M 
11: EX-101.SCH  XBRL Schema -- kdp-20231231                          XSD    231K 
118: JSON        XBRL Instance as JSON Data -- MetaLinks              819±  1.23M  
119: ZIP         XBRL Zipped Folder -- 0001418135-24-000007-xbrl      Zip   1.00M

‘EX-97.1’   —   Clawback Policy re: Recovery of Erroneously Awarded Compensation

This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]

 C:   C: 
  Document  
EXHIBIT 97.1
KEURIG DR PEPPER INC.
Rule 10D-1 Clawback Policy
As Adopted on September 18, 2023
Recoupment of Incentive-Based Compensation
It is the policy of Keurig Dr Pepper Inc. (the “Company”) that, in the event the Company is required to prepare an accounting restatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement under the federal securities laws (including any such correction that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period), the Company will recover on a reasonably prompt basis the amount of any Incentive-Based Compensation Received by a Covered Executive during the Recovery Period that exceeds the amount that otherwise would have been Received had it been determined based on the restated financial statements.
Policy Administration and Definitions
This Policy was adopted by, and is administered by, the Remuneration and Nomination Committee (the “Committee”) of the Company’s Board of Directors (the “Board”), subject to ratification by the Board with respect to application of the Policy to the Company’s Chief Executive Officer. This Policy is intended to comply with and, as applicable, to be administered and interpreted consistent with, and subject to the exceptions set forth in, Listing Standard 5608 adopted by the Nasdaq Stock Market to implement Rule 10D-1 under the Securities Exchange Act of 1934, as amended (collectively, “Rule 10D-1”).
For purposes of this Policy:
“Incentive-Based Compensation” means any compensation granted, earned, or vested based in whole or in part on the Company’s attainment of a financial reporting measure that was Received by a person (i) on or after October 2, 2023 and after the person began service as a Covered Executive, and (ii) who served as a Covered Executive at any time during the performance period for the Incentive-Based Compensation. A financial reporting measure is (i) any measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements and any measure derived wholly or in part from such a measure, and (ii) any measure based in whole or in part on the Company’s stock price or total shareholder return.
Incentive-Based Compensation is deemed to be “Received” in the fiscal period during which the relevant financial reporting measure is attained, regardless of when the compensation is actually paid or awarded.
“Covered Executive” means any “officer” of the Company as defined under Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended.
“Recovery Period” means the three completed fiscal years immediately preceding the date that the Company is required to prepare the accounting restatement described in this Policy, all as determined pursuant to Rule 10D-1, and any transition period of less than nine months that is within or immediately following such three fiscal years.



If the Committee determines the amount of Incentive-Based Compensation Received by a Covered Executive during a Recovery Period exceeds the amount that would have been Received if determined or calculated based on the Company’s restated financial results, such excess amount of Incentive-Based Compensation shall be subject to recoupment by the Company pursuant to this Policy. For Incentive-Based Compensation based on stock price or total shareholder return, where the amount of erroneously awarded compensation is not subject to mathematical recalculation directly from the information in an accounting restatement, the Committee will determine the amount based on a reasonable estimate of the effect of the accounting restatement on the relevant stock price or total shareholder return. In all cases, the calculation of the excess amount of Incentive-Based Compensation to be recovered will be determined without regard to any taxes paid with respect to such compensation. The Company will maintain and will provide to The Nasdaq Stock Market documentation of all determinations and actions taken in complying with this Policy. Any determinations made by the Committee under this Policy shall be final and binding on all affected individuals.
The Company may effectuate any recovery pursuant to this Policy by requiring payment of such amount(s) to the Company, by set-off, by reducing future compensation, or by such other means or combination of means as the Committee determines to be appropriate. The Company need not recover the excess amount of Incentive-Based Compensation if and to the extent that the Committee determines that such recovery is impracticable, subject to and in accordance with any applicable exceptions under the Nasdaq Stock Market listing rules, and not required under Rule 10D-1, including if the Committee determines that the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered after making a reasonable attempt to recover such amounts. The Company is authorized to take appropriate steps to implement this Policy with respect to Incentive-Based Compensation arrangements with Covered Executives.
Any right of recoupment or recovery pursuant to this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company pursuant to the terms of any other policy, including the Company’s Senior Leadership Clawback Policy, as adopted on September 18, 2023, any employment agreement or plan or award terms, and any other legal remedies available to the Company; provided that the Company shall not recoup amounts pursuant to such other policy, terms or remedies to the extent it is recovered pursuant to this Policy. The Company shall not indemnify any Covered Executive against the loss of any Incentive-Based Compensation pursuant to this Policy.

2

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:2/22/248-K
For Period end:12/31/23
10/2/23
9/18/238-K
 List all Filings 

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/06/24  Keurig Dr Pepper Inc.             424B2                  2:1M                                     Donnelley … Solutions/FA
 3/04/24  Keurig Dr Pepper Inc.             424B7                  1:756K                                   Donnelley … Solutions/FA
 3/04/24  Keurig Dr Pepper Inc.             424B3                  1:969K                                   Donnelley … Solutions/FA
 2/29/24  Keurig Dr Pepper Inc.             424B7                  1:755K                                   Donnelley … Solutions/FA

32 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/26/23  Keurig Dr Pepper Inc.             10-Q        9/30/23   91:12M
 2/23/23  Keurig Dr Pepper Inc.             10-K       12/31/22  122:20M
 7/28/22  Keurig Dr Pepper Inc.             10-Q        6/30/22   90:13M
 7/19/22  Keurig Dr Pepper Inc.             8-K:5,7,9   7/15/22   12:193K                                   Donnelley … Solutions/FA
 4/22/22  Keurig Dr Pepper Inc.             8-K:1,2,8,9 4/20/22   15:687K                                   Donnelley … Solutions/FA
 4/05/22  Keurig Dr Pepper Inc.             8-K:5,7,9   4/01/22   12:188K                                   Donnelley … Solutions/FA
 2/24/22  Keurig Dr Pepper Inc.             10-K       12/31/21  121:21M
10/28/21  Keurig Dr Pepper Inc.             10-Q        9/30/21   84:12M
 3/26/21  Keurig Dr Pepper Inc.             8-K:1,2,9   3/24/21   13:1.2M
 3/15/21  Keurig Dr Pepper Inc.             8-K:1,2,9   3/15/21   13:560K                                   Donnelley … Solutions/FA
 2/25/21  Keurig Dr Pepper Inc.             10-K       12/31/20  121:20M
10/29/20  Keurig Dr Pepper Inc.             10-Q        9/30/20   86:13M
 7/30/20  Keurig Dr Pepper Inc.             10-Q        6/30/20   85:13M
 4/13/20  Keurig Dr Pepper Inc.             8-K:1,2,8,9 4/07/20   15:1M                                     Toppan Merrill/FA
 2/27/20  Keurig Dr Pepper Inc.             10-K       12/31/19  127:28M
 8/08/19  Keurig Dr Pepper Inc.             10-Q        6/30/19   98:19M
 6/11/19  Keurig Dr Pepper Inc.             8-K:5,9     6/11/19    2:213K
11/08/18  Keurig Dr Pepper Inc.             10-Q        9/30/18  109:20M
 7/09/18  Keurig Dr Pepper Inc.             8-K:1,2,8,9 7/09/18   15:4.9M                                   Toppan Merrill/FA
 7/09/18  Keurig Dr Pepper Inc.             8-K:1,2,3,5 7/09/18    9:4.2M                                   Toppan Merrill/FA
 6/15/17  Keurig Dr Pepper Inc.             8-K:1,2,9   6/15/17    3:2.3M
 2/02/17  Keurig Dr Pepper Inc.             8-K:1,2,9   1/31/17    4:157K                                   Toppan Merrill/FA
12/14/16  Keurig Dr Pepper Inc.             8-K:1,2,9  12/14/16    7:2.9M
 9/16/16  Keurig Dr Pepper Inc.             8-K:1,2,9   9/16/16    4:2M
 5/20/16  Keurig Dr Pepper Inc.             8-K:5,9     5/19/16    2:34K                                    Donnelley Fi… Express/FA
11/10/15  Keurig Dr Pepper Inc.             8-K:1,2,9  11/09/15    5:2.3M
 7/26/12  Keurig Dr Pepper Inc.             10-Q        6/30/12   72:17M
12/23/09  Keurig Dr Pepper Inc.             8-K:1,2,9  12/21/09    5:656K                                   Donnelley … Solutions/FA
11/05/09  Keurig Dr Pepper Inc.             10-Q        9/30/09    6:700K                                   Donnelley … Solutions/FA
 3/26/09  Keurig Dr Pepper Inc.             10-K       12/31/08    8:2.1M                                   RR Donnelley
 5/12/08  Keurig Dr Pepper Inc.             8-K:1,5,8,9 5/06/08    9:374K                                   Donnelley … Solutions/FA
 5/01/08  Keurig Dr Pepper Inc.             8-K:1,2,8,9 4/30/08    3:749K                                   Donnelley … Solutions/FA
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Filing Submission 0001418135-24-000007   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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