PepsiCo 8K Departure of Directors or Certain Officers

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 1, 2024

PepsiCo, Inc.

(Exact name of registrant as specified in its charter)

North Carolina

1-1183

13-1584302

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

700 Anderson Hill Road, Purchase, New York 10577

(Address of principal executive offices and Zip Code)

Registrant’s telephone number, including area code: (914) 253-2000

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:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			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

Common Stock, par value 1-2/3 cents per share

PEP

The Nasdaq Stock Market LLC

0.250% Senior Notes Due 2024

PEP24

The Nasdaq Stock Market LLC

2.625% Senior Notes Due 2026

PEP26

The Nasdaq Stock Market LLC

0.750% Senior Notes Due 2027

PEP27

The Nasdaq Stock Market LLC

0.875% Senior Notes Due 2028

PEP28

The Nasdaq Stock Market LLC

0.500% Senior Notes Due 2028

PEP28A

The Nasdaq Stock Market LLC

3.200% Senior Notes Due 2029

PEP29

The Nasdaq Stock Market LLC

1.125% Senior Notes Due 2031

PEP31

The Nasdaq Stock Market LLC

0.400% Senior Notes Due 2032

PEP32

The Nasdaq Stock Market LLC

0.750% Senior Notes Due 2033

PEP33

The Nasdaq Stock Market LLC

3.550% Senior Notes Due 2034

PEP34

The Nasdaq Stock Market LLC

0.875% Senior Notes Due 2039

PEP39

The Nasdaq Stock Market LLC

1.050% Senior Notes Due 2050

PEP50

The 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 ☐

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. A copy 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:


For			146,027,052
Against			831,047,798
Abstain			24,646,937
Broker Non-Votes			180,213,992

Item 9.01. Financial Statements Exhibits.

(d) Exhibits

Exhibit No.

Description

10.1

PepsiCo, Inc. Long-Term Incentive Plan (as amended and restated May 1, 2024), which is incorporated herein by reference to Appendix B to PepsiCo’s Proxy Statement for its 2024 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on March 22, 2024.

104

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.


	PEPSICO, INC.

Date: May 3, 2024	By:	/s/ Cynthia A. Nastanski
	Name:	Cynthia A. Nastanski
	Title:	Senior Vice President, Corporate Law and Deputy Corporate Secretary

PepsiCo (PEP) 8-KDeparture of Directors or Certain Officers