PepsiCo 8-K 2025-05-07

Filed 2025-05-09. 1 sections, 10K characters. Original on sec.gov · Markdown · JSON

Form 8-K

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 7, 2025

PepsiCo, Inc.

(Exact name of registrant as specified in its charter)

North Carolina1-118313-1584302
(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 classTrading SymbolsName of each exchange on which registered
Common Stock, par value 1-2/3 cents per sharePEPThe Nasdaq Stock Market LLC
2.625% Senior Notes Due 2026PEP26The Nasdaq Stock Market LLC
0.750% Senior Notes Due 2027PEP27The Nasdaq Stock Market LLC
0.875% Senior Notes Due 2028PEP28The Nasdaq Stock Market LLC
0.500% Senior Notes Due 2028PEP28AThe Nasdaq Stock Market LLC
3.200% Senior Notes Due 2029PEP29The Nasdaq Stock Market LLC
1.125% Senior Notes Due 2031PEP31The Nasdaq Stock Market LLC
0.400% Senior Notes Due 2032PEP32The Nasdaq Stock Market LLC
0.750% Senior Notes Due 2033PEP33The Nasdaq Stock Market LLC
3.550% Senior Notes Due 2034PEP34The Nasdaq Stock Market LLC
0.875% Senior Notes Due 2039PEP39The Nasdaq Stock Market LLC
1.050% Senior Notes Due 2050PEP50The 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 2025 Annual Meeting of Shareholders on May 7, 2025. For more information on the following proposals, see PepsiCo’s proxy statement for the 2025 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on March 28, 2025. Below are the final voting results.

(1) The following 15 persons were elected to serve as directors of PepsiCo:

NomineeForAgainstAbstainBroker Non-Votes
Segun Agbaje997,084,8166,133,4243,366,147175,136,261
Jennifer Bailey998,902,8804,515,7133,165,794175,136,261
Cesar Conde942,521,90060,710,2293,352,258175,136,261
Ian Cook960,434,43643,384,3162,765,635175,136,261
Edith W. Cooper998,937,7774,996,5492,650,061175,136,261
Susan M. Diamond998,681,1814,749,3323,153,874175,136,261
Dina Dublon958,176,37545,833,1552,574,857175,136,261
Michelle Gass998,350,6475,018,2483,215,492175,136,261
Ramon L. Laguarta919,746,56080,092,7706,745,057175,136,261
Dave J. Lewis998,640,9915,187,9892,755,407175,136,261
David C. Page, MD984,600,75615,804,7296,178,902175,136,261
Robert C. Pohlad944,200,82159,628,0542,755,512175,136,261
Daniel Vasella, MD950,671,46253,055,8252,857,100175,136,261
Darren Walker981,718,60820,245,6774,620,102175,136,261
Alberto Weisser954,913,13447,944,4753,726,778175,136,261

(2) The shareholders ratified the appointment of KPMG LLP as the independent registered public accounting firm for PepsiCo for fiscal year 2025:

For1,093,424,839
Against85,680,360
Abstain2,615,449

(3) The shareholders approved, on an advisory basis, PepsiCo’s executive compensation:

For866,270,459
Against131,062,509
Abstain9,251,419
Broker Non-Votes175,136,261

(4) The shareholders voted against a shareholder proposal regarding a third-party assessment on non-sugar sweetener risks:

For111,189,815
Against875,831,227
Abstain19,563,345
Broker Non-Votes175,136,261

(5) The shareholders voted against a shareholder proposal regarding a third-party racial equity audit:

For176,085,051
Against811,996,840
Abstain18,502,496
Broker Non-Votes175,136,261

(6) The shareholders voted against a shareholder proposal regarding a report on risks related to biodiversity and nature loss:

For174,760,012
Against815,059,599
Abstain16,764,776
Broker Non-Votes175,136,261

(7) The shareholders voted against a shareholder proposal regarding sustainable packaging policies for plastics:

For154,283,732
Against835,765,524
Abstain16,535,131
Broker Non-Votes175,136,261

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 9, 2025By:/s/ Cynthia A. Nastanski
Name:Cynthia A. Nastanski
Title:Senior Vice President, Corporate Law and Deputy Corporate Secretary