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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 classTrading SymbolsName of each exchange on which registered
Common Stock, par value 1-2/3 cents per sharePEPThe Nasdaq Stock Market LLC
0.250% Senior Notes Due 2024PEP24The 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 5.02. 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:
NomineeForAgainstAbstainBroker Non-Votes
Segun Agbaje992,587,2945,844,3633,290,130180,213,992
Jennifer Bailey994,399,5014,293,6593,028,627180,213,992
Cesar Conde953,874,24844,579,4593,268,080180,213,992
Ian Cook953,553,26844,954,8173,213,702180,213,992
Edith W. Cooper992,624,1096,028,1073,069,571180,213,992
Susan M. Diamond992,923,5905,712,7873,085,410180,213,992
Dina Dublon959,868,06438,761,9553,091,768180,213,992
Michelle Gass993,493,6795,104,0393,124,069180,213,992
Ramon L. Laguarta924,777,43369,970,7076,973,647180,213,992
Dave J. Lewis993,610,2254,916,5973,194,965180,213,992
David C. Page, MD981,671,67716,776,7353,273,375180,213,992
Robert C. Pohlad961,311,02537,291,8293,118,933180,213,992
Daniel Vasella, MD946,402,52052,026,3313,292,936180,213,992
Darren Walker979,013,35319,436,5223,271,912180,213,992
Alberto Weisser961,094,58336,993,3633,633,841180,213,992

(2) The shareholders ratified the appointment of KPMG LLP as the independent registered public accounting firm for PepsiCo for fiscal year 2024:
For1,105,513,902
Against73,973,820
Abstain2,448,057

(3) The shareholders approved, on an advisory basis, PepsiCo’s executive compensation: 
For889,447,400
Against102,710,531
Abstain9,563,856
Broker Non-Votes180,213,992



(4) The shareholders approved the Amended and Restated PepsiCo, Inc. Long-Term Incentive Plan:
For942,110,924
Against50,972,522
Abstain8,638,341
Broker Non-Votes180,213,992

(5) The shareholders voted against a shareholder proposal regarding shareholder ratification of excessive golden parachutes:
For65,453,445
Against927,884,864
Abstain8,383,478
Broker Non-Votes180,213,992

(6) The shareholders voted against a shareholder proposal regarding a report on gender-based compensation gaps and associated risks:
For18,365,513
Against965,634,403
Abstain17,721,871
Broker Non-Votes180,213,992

(7) The shareholders voted against a shareholder proposal regarding a director election resignation bylaw:
For176,880,527
Against812,849,879
Abstain11,991,381
Broker Non-Votes180,213,992



(8) The shareholders voted against a shareholder proposal regarding a third-party assessment on non-sugar sweetener risks:
For112,324,772
Against868,039,261
Abstain21,357,754
Broker Non-Votes180,213,992

(9) The shareholders voted against a shareholder proposal regarding a report on risks related to biodiversity and nature loss:
For178,018,946
Against790,567,899
Abstain33,134,942
Broker Non-Votes180,213,992

(10) The shareholders voted against a shareholder proposal regarding a third-party racial equity audit:
For196,593,851
Against786,489,111
Abstain18,638,825
Broker Non-Votes180,213,992

(11) The shareholders voted against a shareholder proposal regarding a report on risks created by the Company's diversity, equity and inclusion efforts:
For27,063,961
Against954,327,466
Abstain20,330,360
Broker Non-Votes180,213,992

(12) The shareholders voted against a shareholder proposal regarding a global transparency report:
For146,027,052
Against831,047,798
Abstain24,646,937
Broker Non-Votes180,213,992




Item 9.01. Financial Statements Exhibits.

(d) Exhibits
Exhibit No.
Description
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, 2024By:/s/ Cynthia A. Nastanski
Name:Cynthia A. Nastanski
Title:Senior Vice President, Corporate Law and Deputy Corporate Secretary