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pep-20230503
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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 3, 2023
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 5.07. Submission of Matters to a Vote of Security Holders. 
PepsiCo, Inc. (“PepsiCo”) held its 2023 Annual Meeting of Shareholders on May 3, 2023. For more information on the following proposals, see PepsiCo’s proxy statement for the 2023 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on March 21, 2023. Below are the final voting results.

(1) The following 15 persons were elected to serve as directors of PepsiCo:
NomineeForAgainstAbstainBroker Non-Votes
Segun Agbaje1,005,178,93512,334,1372,634,817172,969,325
Jennifer Bailey1,013,605,7814,200,7222,341,386172,969,325
Cesar Conde995,535,27521,945,8522,666,762172,969,325
Ian Cook970,556,46346,852,8002,738,626172,969,325
Edith W. Cooper1,009,691,6877,917,8772,538,325172,969,325
Susan M. Diamond1,013,305,0624,427,7942,415,033172,969,325
Dina Dublon985,425,03532,153,4052,569,449172,969,325
Michelle Gass1,000,092,38917,641,0922,414,408172,969,325
Ramon L. Laguarta943,626,80469,085,0587,436,027172,969,325
Dave J. Lewis1,006,427,07111,070,9962,649,822172,969,325
David C. Page, MD1,003,283,75114,249,8962,614,242172,969,325
Robert C. Pohlad979,380,66138,117,9102,649,318172,969,325
Daniel Vasella, MD955,503,11761,979,7462,665,026172,969,325
Darren Walker1,000,905,14816,593,2332,649,508172,969,325
Alberto Weisser981,592,37435,889,2392,666,276172,969,325

(2) The shareholders ratified the appointment of KPMG LLP as the independent registered public accounting firm for PepsiCo for fiscal year 2023:
For1,125,448,378
Against65,112,424
Abstain2,556,412

(3) The shareholders approved, on an advisory basis, PepsiCo’s executive compensation: 
For901,248,622
Against110,102,370
Abstain8,796,897
Broker Non-Votes172,969,325



(4) The shareholders approved, on an advisory basis, the holding of an advisory vote on the compensation of PepsiCo’s named executive officers every year:
One Year994,856,204
Two Years4,331,004
Three Years17,603,165
Abstain3,357,516
Broker Non-Votes172,969,325
In light of the voting results on this advisory vote, and consistent with its recommendation to shareholders, PepsiCo’s Board of Directors has decided that PepsiCo will hold an advisory vote on the compensation of PepsiCo’s named executive officers every year.


(5) The shareholder proposal regarding independent Board Chair was defeated:
For250,838,697
Against746,982,272
Abstain22,326,920
Broker Non-Votes172,969,325

(6) The shareholder proposal regarding a global transparency report was defeated:
For185,034,699
Against814,416,953
Abstain20,696,237
Broker Non-Votes172,969,325

(7) The shareholder proposal regarding a report on impacts of reproductive healthcare legislation was defeated:
For158,917,578
Against830,627,354
Abstain30,602,957
Broker Non-Votes172,969,325

(8) The shareholder proposal regarding a congruency report on net-zero emissions policies was defeated:
For19,718,780
Against977,228,788
Abstain23,200,321
Broker Non-Votes172,969,325


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 5, 2023By:/s/ Cynthia A. Nastanski
Name:Cynthia A. Nastanski
Title:Senior Vice President, Corporate Law and Deputy Corporate Secretary