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i700 Anderson Hill Road, iPurchase, iNew
Yorki10577
(Address of principal executive offices and Zip Code)
Registrant’s telephone number, including area code: (i914) i253-2000
N/A
(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:
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-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class
Trading Symbols
Name of each exchange on which registered
iCommon Stock, par value 1-2/3 cents per share
iPEP
iThe
Nasdaq Stock Market LLC
i0.250% Senior Notes Due 2024
iPEP24
iThe
Nasdaq Stock Market LLC
i2.625% Senior Notes Due 2026
iPEP26
iThe
Nasdaq Stock Market LLC
i0.750% Senior Notes Due 2027
iPEP27
iThe
Nasdaq Stock Market LLC
i0.875% Senior Notes Due 2028
iPEP28
iThe
Nasdaq Stock Market LLC
i0.500% Senior Notes Due 2028
iPEP28A
iThe
Nasdaq Stock Market LLC
i3.200% Senior Notes Due 2029
iPEP29
iThe
Nasdaq Stock Market LLC
i1.125% Senior Notes Due 2031
iPEP31
iThe
Nasdaq Stock Market LLC
i0.400% Senior Notes Due 2032
iPEP32
iThe
Nasdaq Stock Market LLC
i0.750% Senior Notes Due 2033
iPEP33
iThe
Nasdaq Stock Market LLC
i3.550% Senior Notes Due 2034
iPEP34
iThe
Nasdaq Stock Market LLC
i0.875% Senior Notes Due 2039
iPEP39
iThe
Nasdaq Stock Market LLC
i1.050% Senior Notes Due 2050
iPEP50
iThe
Nasdaq Stock Market LLC
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. ¨
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Annual Meeting of Shareholders of
PepsiCo, Inc. (“PepsiCo” or the “Company”) held on May 1, 2024, PepsiCo’s shareholders approved an amendment and restatement of the PepsiCo, Inc. Long-Term Incentive Plan (the “Plan”). The Compensation Committee and Board of Directors of PepsiCo previously approved the Plan, subject to shareholder approval.
The Plan is described in Proxy Item No. 4 in PepsiCo’s proxy statement for the 2024 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on March 22, 2024 (“2024 Proxy Statement”). The description of the Plan contained on pages 88 to 91 of the 2024 Proxy Statement
is incorporated herein by reference.Acopy of the Plan is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
PepsiCo, Inc. held its 2024 Annual Meeting of Shareholders on May 1, 2024.For more information on the following proposals, see PepsiCo’s 2024 Proxy Statement. Below are the final voting results.
(1) The following 15 persons were elected to serve as directors of PepsiCo:
Nominee
For
Against
Abstain
Broker Non-Votes
Segun
Agbaje
992,587,294
5,844,363
3,290,130
180,213,992
Jennifer Bailey
994,399,501
4,293,659
3,028,627
180,213,992
Cesar Conde
953,874,248
44,579,459
3,268,080
180,213,992
Ian
Cook
953,553,268
44,954,817
3,213,702
180,213,992
Edith W. Cooper
992,624,109
6,028,107
3,069,571
180,213,992
Susan M. Diamond
992,923,590
5,712,787
3,085,410
180,213,992
Dina
Dublon
959,868,064
38,761,955
3,091,768
180,213,992
Michelle Gass
993,493,679
5,104,039
3,124,069
180,213,992
Ramon L. Laguarta
924,777,433
69,970,707
6,973,647
180,213,992
Dave
J. Lewis
993,610,225
4,916,597
3,194,965
180,213,992
David C. Page, MD
981,671,677
16,776,735
3,273,375
180,213,992
Robert C. Pohlad
961,311,025
37,291,829
3,118,933
180,213,992
Daniel
Vasella, MD
946,402,520
52,026,331
3,292,936
180,213,992
Darren Walker
979,013,353
19,436,522
3,271,912
180,213,992
Alberto Weisser
961,094,583
36,993,363
3,633,841
180,213,992
(2)
The shareholders ratified the appointment of KPMG LLP as the independent registered public accounting firm for PepsiCo for fiscal year 2024:
For
1,105,513,902
Against
73,973,820
Abstain
2,448,057
(3) The shareholders approved, on an advisory basis, PepsiCo’s executive compensation:
For
889,447,400
Against
102,710,531
Abstain
9,563,856
Broker
Non-Votes
180,213,992
(4) The shareholders approved the Amended and Restated PepsiCo, Inc. Long-Term Incentive Plan:
For
942,110,924
Against
50,972,522
Abstain
8,638,341
Broker
Non-Votes
180,213,992
(5) The shareholders voted against a shareholder proposal regarding shareholder ratification of excessive golden parachutes:
For
65,453,445
Against
927,884,864
Abstain
8,383,478
Broker Non-Votes
180,213,992
(6)
The shareholders voted against a shareholder proposal regarding a report on gender-based compensation gaps and associated risks:
For
18,365,513
Against
965,634,403
Abstain
17,721,871
Broker Non-Votes
180,213,992
(7) The shareholders voted against a shareholder proposal regarding a director election resignation
bylaw:
For
176,880,527
Against
812,849,879
Abstain
11,991,381
Broker Non-Votes
180,213,992
(8)
The shareholders voted against a shareholder proposal regarding a third-party assessment on non-sugar sweetener risks:
For
112,324,772
Against
868,039,261
Abstain
21,357,754
Broker Non-Votes
180,213,992
(9) The shareholders voted against a shareholder proposal regarding a report on
risks related to biodiversity and nature loss:
For
178,018,946
Against
790,567,899
Abstain
33,134,942
Broker Non-Votes
180,213,992
(10) The shareholders voted against a shareholder proposal regarding a third-party racial equity audit:
For
196,593,851
Against
786,489,111
Abstain
18,638,825
Broker
Non-Votes
180,213,992
(11) The shareholders voted against a shareholder proposal regarding a report on risks created by the Company's diversity, equity and inclusion efforts:
For
27,063,961
Against
954,327,466
Abstain
20,330,360
Broker
Non-Votes
180,213,992
(12) The shareholders voted against a shareholder proposal regarding a global transparency report:
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
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.