PepsiCo, Inc. (Form: 8-K)  






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):   March 3, 2016

PepsiCo, Inc.
(Exact name of registrant as specified in its charter)

North Carolina 1-1183 13-1584302
(State or other jurisdiction
(I.R.S. Employer
of incorporation) File Number) Identification No.)
700 Anderson Hill Road, Purchase, New York   10577
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code:   914-253-2000

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))

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 3, 2016, the Board of Directors (the "Board") of PepsiCo, Inc. ("PepsiCo") elected Cesar Conde as an independent member of the Board, effective March 4, 2016. Mr. Conde will serve on the Audit Committee of the Board, effective March 4, 2016.

Mr. Conde, 42, currently serves as Chairman of NBCUniversal International Group and NBCUniversal Telemundo Enterprises. From 2013 to 2015, he served as Executive Vice President at NBCUniversal, where he oversaw NBCUniversal International and NBCUniversal Digital Enterprises. From 2009 to 2013, Mr. Conde served as President of Univision Networks, a leading American media company with a portfolio of Spanish language television networks, radio stations and websites. From 2003 to 2009, Mr. Conde served in a variety of senior executive capacities at Univision Networks. Prior to Univision, Mr. Conde served as the White House Fellow for Secretary of State Colin L. Powell from 2002 to 2003. He currently serves on the board of Owens Corning.

Upon joining the Board, Mr. Conde will receive compensation for new non-employee directors under PepsiCo’s non-employee director compensation program. Under this program, upon joining the Board, Mr. Conde 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 $96,250 by the closing price of PepsiCo Common Stock on March 4, 2016. Each phantom stock unit is intended to be the economic equivalent of a share of PepsiCo Common Stock. In addition, Mr. Conde is entitled to an annual cash retainer with the first prorated semi-annual payment of $27,500 to be made in June 2016.

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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.
March 4, 2016   By:   /s/ Cynthia Nastanski
        Name: Cynthia Nastanski
        Title: Senior Vice President, Corporate Law and Deputy Corporate Secretary