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, 2012
PepsiCo, Inc.
(Exact Name of Registrant
as Specified in 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)
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)) |
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
PepsiCo, Inc. (“PepsiCo” or the “Company”) held its Annual Meeting of Shareholders on May 2, 2012. For more information on the following proposals, see PepsiCo’s proxy statement dated March 23, 2012, the relevant portions of which are incorporated herein by reference. Below are the final voting results.
(1) The following 12 persons were elected to serve as directors of PepsiCo:
| Nominee |
For | Against | Abstain | Broker Non-Votes | ||||||||||||
| Shona L. Brown |
1,060,299,571 | 10,050,130 | 5,706,287 | 236,299,924 | ||||||||||||
| Ian M. Cook |
1,061,097,595 | 9,422,459 | 5,535,934 | 236,299,924 | ||||||||||||
| Dina Dublon |
1,059,922,462 | 10,405,769 | 5,727,757 | 236,299,924 | ||||||||||||
| Victor J. Dzau, MD |
1,053,107,518 | 17,269,268 | 5,679,202 | 236,299,924 | ||||||||||||
| Ray L. Hunt |
1,051,984,412 | 18,484,187 | 5,587,389 | 236,299,924 | ||||||||||||
| Alberto Ibargüen |
1,053,496,514 | 16,402,450 | 6,157,024 | 236,299,924 | ||||||||||||
| Indra K. Nooyi |
1,027,650,705 | 40,397,990 | 8,007,293 | 236,299,924 | ||||||||||||
| Sharon Percy Rockefeller |
1,051,124,645 | 19,537,125 | 5,394,218 | 236,299,924 | ||||||||||||
| James J. Schiro |
1,057,316,590 | 13,128,609 | 5,610,789 | 236,299,924 | ||||||||||||
| Lloyd G. Trotter |
1,055,771,201 | 14,586,150 | 5,698,637 | 236,299,924 | ||||||||||||
| Daniel Vasella, MD |
1,056,788,219 | 13,580,486 | 5,687,283 | 236,299,924 | ||||||||||||
| Alberto Weisser |
1,053,158,172 | 17,128,070 | 5,769,746 | 236,299,924 | ||||||||||||
(2) The shareholders ratified the appointment of KPMG LLP as the Independent Registered Public Accounting Firm for the Company for fiscal year 2012:
| For |
1,292,861,549 | |||
| Against |
13,514,835 | |||
| Abstain |
5,979,528 |
(3) Advisory vote on the Company’s executive compensation:
| For |
991,246,289 | |||
| Against |
75,446,779 | |||
| Abstain |
9,362,920 | |||
| Broker Non-Votes |
236,299,924 |
(4) The shareholders re-approved the performance measures in the Company’s 2007 Long-Term Incentive Plan:
| For |
951,983,100 | |||
| Against |
106,882,219 | |||
| Abstain |
17,190,669 | |||
| Broker Non-Votes |
236,299,924 |
(5) The shareholder proposal requesting a lobbying practices report was defeated:
| For |
71,096,765 | |||
| Against |
927,523,754 | |||
| Abstain |
77,435,469 | |||
| Broker Non-Votes |
236,299,924 |
(6) The shareholder proposal requesting the formation of a risk oversight committee was defeated:
| For |
39,312,442 | |||
| Against |
1,000,215,659 | |||
| Abstain |
36,527,887 | |||
| Broker Non-Votes |
236,299,924 |
(7) The shareholder proposal regarding a policy that the Chairman of the Board should be an independent director was defeated:
| For |
476,553,585 | |||
| Against |
590,662,227 | |||
| Abstain |
8,840,176 | |||
| Broker Non-Votes |
236,299,924 |
| Item 8.01. | Other Events. |
On May 1, 2012, the Board of Directors of PepsiCo declared a quarterly dividend of $0.5375 payable June 29, 2012, to shareholders of record on June 1, 2012.
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 4, 2012
| By: | /s/ Maura Abeln Smith | |
| Name: | Maura Abeln Smith | |
| Title: | Executive Vice President, PepsiCo General Counsel, Public Policy & Government Affairs, and Corporate Secretary |