Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 4, 2022
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 York10577
(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
2.500% Senior Notes Due 2022
PEP22a
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
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
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 5.07. Submission of Matters to a Vote of Security Holders.
PepsiCo, Inc. (“PepsiCo”) held its 2022 Annual Meeting of Shareholders on May 4, 2022. For more information on the following proposals, see PepsiCo’s proxy statement for the 2022 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on March 24, 2022. Below are the final voting results.
(1) The following 14 persons were elected to serve as directors of PepsiCo:
Nominee
For
Against
Abstain
Broker Non-Votes
Segun Agbaje
1,009,461,408
8,079,779
3,213,210
178,800,954
Shona L. Brown
978,758,412
39,171,876
2,824,109
178,800,954
Cesar Conde
979,761,770
35,913,834
5,078,793
178,800,954
Ian Cook
961,119,349
54,221,593
5,413,455
178,800,954
Edith W. Cooper
1,003,782,465
13,955,393
3,016,539
178,800,954
Dina Dublon
982,945,604
34,944,817
2,863,976
178,800,954
Michelle Gass
1,004,416,397
13,412,893
2,925,107
178,800,954
Ramon L. Laguarta
946,763,937
66,344,549
7,645,911
178,800,954
Dave Lewis
1,010,332,733
7,238,039
3,183,625
178,800,954
David C. Page, MD
1,008,248,651
9,390,745
3,115,001
178,800,954
Robert C. Pohlad
942,070,481
67,159,761
11,524,155
178,800,954
Daniel Vasella, MD
949,659,863
65,919,241
5,175,293
178,800,954
Darren Walker
984,252,768
31,221,824
5,279,805
178,800,954
Alberto Weisser
999,111,631
18,497,757
3,145,009
178,800,954
(2) The shareholders ratified the appointment of KPMG LLP as the independent registered public accounting firm for PepsiCo for fiscal year 2022:
For
1,123,567,997
Against
72,776,468
Abstain
3,210,886
(3) The shareholders approved, on an advisory basis, PepsiCo’s executive compensation:
For
934,142,965
Against
75,564,044
Abstain
11,047,388
Broker Non-Votes
178,800,954
(4) The shareholder proposal regarding independent Board Chairman was defeated:
For
314,764,311
Against
696,670,113
Abstain
9,319,973
Broker Non-Votes
178,800,954
(5) The shareholder proposal regarding a report on global public policy and political influence outside of the United States was defeated:
For
177,902,565
Against
831,410,932
Abstain
11,440,900
Broker Non-Votes
178,800,954
(6) The shareholder proposal regarding a report on public health costs was defeated:
For
137,474,789
Against
863,272,229
Abstain
20,007,379
Broker Non-Votes
178,800,954
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 6, 2022
By:
/s/ Cynthia A. Nastanski
Name:
Cynthia A. Nastanski
Title:
Senior Vice President, Corporate Law and Deputy Corporate Secretary