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United States securities and exchange commission logo
September 8, 2022
Hugh F. Johnston
Chief Financial Officer
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, NY 10577
Re: PepsiCo, Inc.
Definitive Proxy
Statement on Schedule 14A
Filed March 24,
2022
File No. 001-01183
Dear Mr. Johnston:
We have limited our review of your most recent definitive proxy
statement to those issues
we have addressed in our comments.
Please respond to these comments by confirming that you will
enhance your future proxy
disclosures in accordance with the topics discussed below as well as any
material developments
to your risk oversight structure. For guidance, refer to Item 407(h) of
Regulation S-K.
Definitive Proxy Statement on Schedule 14A filed March 24, 2022
General
1. Please expand your
discussion to address how the experience of your Presiding Director is
brought to bear in
connection with your board s role in risk oversight.
2. Please expand upon the
role that your Presiding Director plays in the leadership of the
board. For example,
please enhance your disclosure to address whether or not
your Presiding Director
may:
represent the
board in communications with shareholders and other stakeholders;
require board
consideration of, and/or override your CEO on, any risk matters; or
provide input on
design of the board itself.
3. Please expand upon how
your board administers its risk oversight function. For example,
please disclose:
why your board
elected to retain direct oversight responsibility for cybersecurity risk
rather than assign
oversight to a board committee;
Hugh F. Johnston
PepsiCo, Inc.
September 8, 2022
Page 2
the timeframe over which you evaluate risks (e.g., short-term,
intermediate-term, or
long-term) and how you apply different oversight standards based
upon the
immediacy of the risk assessed;
whether you consult with outside advisors and experts to
anticipate future threats and
trends, and how often you re-assess your risk environment;
how the board interacts with management to address existing
risks and identify
significant emerging risks;
to whom your Global Chief Compliance & Ethics Officer reports;
and
how your risk oversight process aligns with your disclosure
controls and procedures.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Christopher Dunham at (202) 551-3783 or Amanda Ravitz at
(202) 551-
3412 with any questions.
FirstName LastNameHugh F. Johnston Sincerely,
Comapany NamePepsiCo, Inc.
Division of
Corporation Finance
September 8, 2022 Page 2 Disclosure
Review Program
FirstName LastName