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 6, 2015

 

PepsiCo, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

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:

 

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 5.07.  Submission of Matters to a Vote of Security Holders.

 

PepsiCo, Inc. (“PepsiCo”) held its Annual Meeting of Shareholders on May 6, 2015.  For more information on the following proposals, see PepsiCo’s Proxy Statement for the 2015 Annual Meeting filed with the Securities and Exchange Commission on March 25, 2015, the relevant portions of which are incorporated herein by reference.  Below are the final voting results.

 

(1) The following 14 persons were elected to serve as directors of PepsiCo:

 

Nominee		For		Against		Abstain		Broker Non-Votes
Shona L. Brown		1,022,182,915		13,127,835		5,265,052		223,222,021
George W. Buckley		1,016,973,184		18,396,892		5,205,726		223,222,021
Ian M. Cook		1,024,550,523		10,744,801		5,280,478		223,222,021
Dina Dublon		1,022,037,513		13,310,427		5,227,862		223,222,021
Rona A. Fairhead		1,023,350,513		11,967,956		5,257,333		223,222,021
Richard W. Fisher		1,024,407,636		10,837,429		5,330,737		223,222,021
Alberto Ibargüen		1,015,218,750		20,043,706		5,313,346		223,222,021
William R. Johnson		1,023,269,172		11,416,891		5,889,739		223,222,021
Indra K. Nooyi		989,265,513		40,982,780		10,327,509		223,222,021
David C. Page, MD		1,023,009,194		12,254,439		5,312,169		223,222,021
Robert C. Pohlad		1,022,391,707		12,832,428		5,351,667		223,222,021
Lloyd G. Trotter		1,020,926,018		14,277,793		5,371,991		223,222,021
Daniel Vasella, MD		1,009,847,534		24,250,831		6,477,437		223,222,021
Alberto Weisser		1,023,861,705		11,148,214		5,565,883		223,222,021

 

(2) The shareholders ratified the appointment of KPMG LLP as the Independent Registered Public Accounting Firm for PepsiCo for fiscal year 2015:

 

For		1,248,626,498
Against		10,015,859
Abstain		5,155,466

 

(3) Advisory approval of PepsiCo’s executive compensation:

 

For		933,749,825
Against		96,767,481
Abstain		10,058,496
Broker Non-Votes		223,222,021

 

(4) The shareholder proposal regarding the establishment of a Board committee on sustainability was defeated:

 

For		47,697,011
Against		927,225,818
Abstain		65,652,973
Broker Non-Votes		223,222,021

 

(5) The shareholder proposal regarding the adoption of a policy to limit accelerated vesting of equity awards was defeated:

 

For		298,096,813
Against		734,102,055
Abstain		8,376,934
Broker Non-Votes		223,222,021

 

(6) The shareholder proposal requesting a report on minimizing impacts of neonics was defeated:

 

For		72,796,373
Against		890,605,611
Abstain		77,173,818
Broker Non-Votes		223,222,021

 

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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 11, 2015	By:	/s/ Cynthia Nastanski
		Name: Cynthia Nastanski
		Title: Senior Vice President, Corporate Law and Deputy Corporate Secretary

 

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