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i53 South Avenue, iBurlington,
iMassachusettsi01803
(Address of principal executive offices, including zip code)
i781-i418-7000
(Registrant’s telephone number including area code)
Not Applicable
(Former name or former address if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
i☐ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐ Pre-commencement communications pursuant to Rule 13e-14(c) under the Exchange Act (17 CFR 240.13e-14(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
iCommon
stock
iKDP
iNasdaq Stock Market LLC
i
Introductory
Note
This Amendment No. 1 (this “Amendment”) amends the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 13, 2022 (the “Original Form 8-K”) by Keurig Dr Pepper Inc. (“KDP” or the “Company”), to describe the separation and release agreement (the “Separation Agreement”) entered into between the Company and Tony Milikin, the Company’s former Chief Supply Chain Officer and a named executive officer in the Company’s 2022 Proxy Statement, who departed the
Company effective as of October 28, 2022.
This Form 8–K/A does not modify or update other disclosures in, or exhibits to, the Original Form 8–K.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective as of November 18, 2022, the Company and Mr. Milikin entered into the Separation Agreement. In accordance with the Company’s Executive Severance
Plan, as amended effective July 29, 2022, the Separation Agreement provides that Mr. Milikin will receive severance benefits consistent with his Qualifying Termination without Cause, which is an amount equal to 1.5 times the sum of Mr. Milikin’s annual base salary and annual target bonus, payable in substantially equal installments over 18 months, as well as Company-provided outplacement services. In addition, in recognition of his contributions to the Company, as well as to make Mr. Milikin whole for certain compensation that he had forgone with his prior employer upon hire by the Company in September 2021, the Remuneration and Nominating Committee of the Company’s
Board of Directors also approved a one-time lump sum payment in the gross amount of $2,000,000 to be paid to Mr. Milikin subject to his execution of and compliance with the Separation Agreement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.