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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 3, 2020
PepsiCo, Inc.
(Exact name of registrant as specified in its charter)
North Carolina
(State or other jurisdiction
of incorporation)
File Number)
(IRS Employer
Identification No.)
700 Anderson Hill Road, Purchase, New York 10577
(Address of principal executive offices)
Registrant’s telephone number, including area code: (914253-2000
(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
The Nasdaq Stock Market LLC
1.750% Senior Notes Due 2021
The Nasdaq Stock Market LLC
2.500% Senior Notes Due 2022
The Nasdaq Stock Market LLC
0.250% Senior Notes Due 2024
The Nasdaq Stock Market LLC
2.625% Senior Notes Due 2026
The Nasdaq Stock Market LLC
0.750% Senior Notes Due 2027
The Nasdaq Stock Market LLC
0.875% Senior Notes Due 2028
The Nasdaq Stock Market LLC
0.500% Senior Notes Due 2028
The Nasdaq Stock Market LLC
1.125% Senior Notes Due 2031
The Nasdaq Stock Market LLC
0.875% Senior Notes Due 2039
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
On July 3, 2020, the Board of Directors (the “Board”) of PepsiCo, Inc. (“PepsiCo”) elected Segun Agbaje as an independent member of the Board, effective July 15, 2020. Mr. Agbaje will serve on the Audit Committee of the Board, effective July 15, 2020.
Mr. Agbaje, 56, has served since 2011 as Managing Director and Chief Executive Officer of Guaranty Trust Bank plc, a Nigerian multinational financial institution. He joined Guaranty Trust Bank in 1991 and held positions of increasing responsibility, including as Executive Director from 2000 to 2002, Deputy Managing Director from 2002 to 2011 and as Acting Managing Director in 2011. Prior to joining Guaranty Trust Bank, Mr. Agbaje served as an auditor at Ernst & Young LLP in the United States from 1988 to 1990. Mr. Agbaje also currently serves as a director of MasterCard Advisory Board Middle East and Africa.

Upon joining the Board on July 15, 2020, Mr. Agbaje will be entitled to receive compensation for new non-employee directors under PepsiCo’s non-employee director compensation program. Under this program, on July 15, 2020, Mr. Agbaje will receive an initial stock award of 1,000 shares of PepsiCo Common Stock and a prorated annual equity award equal to a number of phantom stock units determined by dividing $47,500 by the closing price of PepsiCo Common Stock on July 15, 2020. Each phantom stock unit is intended to be the economic equivalent of a share of PepsiCo Common Stock. In addition, Mr. Agbaje is entitled to an annual cash retainer with the first prorated semi-annual payment of $50,000 to be made in December 2020.

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.
Date: July 7, 2020
/s/ Cynthia A. Nastanski
Cynthia A. Nastanski
Senior Vice President, Corporate Law and Deputy Corporate Secretary