8-K


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 4, 2016 
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)
 
(I.R.S. Employer
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
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Annual Meeting of Shareholders of PepsiCo, Inc. (“PepsiCo”) held on May 4, 2016, PepsiCo’s shareholders approved an amendment and restatement of the PepsiCo, Inc. 2007 Long-Term Incentive Plan, renamed the PepsiCo, Inc. Long-Term Incentive Plan (the “Plan”). The Compensation Committee and Board of Directors of PepsiCo previously approved the Plan, subject to shareholder approval. The amended Plan extends the term of the Plan until May 4, 2026 and imposes limits on awards that may be granted to non-employee directors in a single calendar year.
The Plan is described in Proxy Item No. 4 in PepsiCo’s proxy statement for the 2016 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on March 18, 2016 (“2016 Proxy Statement”). The descriptions of the Plan contained herein and in the 2016 Proxy Statement are qualified in their entirety by reference to the full text of the Plan, a copy of which was filed as Exhibit B to the 2016 Proxy Statement and is incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders. 
PepsiCo held its Annual Meeting of Shareholders on May 4, 2016. For more information on the following proposals, see the 2016 Proxy Statement. 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
 
1,013,636,234

 
8,087,340

 
2,703,856

 
223,336,601

George W. Buckley
 
1,015,740,451

 
6,319,726

 
2,367,253

 
223,336,601

Cesar Conde
 
1,016,715,806

 
5,318,019

 
2,393,605

 
223,336,601

Ian M. Cook
 
1,017,665,842

 
3,991,848

 
2,769,740

 
223,336,601

Dina Dublon
 
1,011,504,882

 
10,575,993

 
2,346,555

 
223,336,601

Rona A. Fairhead
 
1,017,317,418

 
4,756,015

 
2,353,997

 
223,336,601

Richard W. Fisher
 
1,017,849,451

 
4,163,139

 
2,414,840

 
223,336,601

William R. Johnson
 
1,017,373,302

 
4,452,539

 
2,601,589

 
223,336,601

Indra K. Nooyi
 
978,144,431

 
37,416,396

 
8,866,603

 
223,336,601

David C. Page, MD
 
1,014,180,602

 
7,410,824

 
2,836,004

 
223,336,601

Robert C. Pohlad
 
1,015,555,259

 
6,465,705

 
2,406,466

 
223,336,601

Lloyd G. Trotter
 
1,012,107,949

 
9,517,664

 
2,801,817

 
223,336,601

Daniel Vasella, MD
 
996,647,194

 
24,782,294

 
2,997,942

 
223,336,601

Alberto Weisser
 
1,017,212,253

 
4,212,827

 
3,002,350

 
223,336,601

(2) The shareholders ratified the appointment of KPMG LLP as the independent registered public accounting firm for PepsiCo for fiscal year 2016:
For
1,230,922,718

Against
13,744,227

Abstain
3,097,086

(3) The shareholders approved, on an advisory basis, PepsiCo’s executive compensation: 
For
962,897,346

Against
54,489,710

Abstain
7,040,374

Broker Non-Votes
223,336,601






(4) The shareholders approved the renewal and amendment of the PepsiCo, Inc. Long-Term Incentive Plan:
For
950,942,569

Against
65,605,672

Abstain
7,879,189

Broker Non-Votes
223,336,601

(5) The shareholder proposal regarding the establishment of a Board committee on sustainability was defeated:
For
62,143,323

Against
898,666,359

Abstain
63,617,748

Broker Non-Votes
223,336,601

(6) The shareholder proposal regarding a report on neonics was defeated:
For
84,589,843

Against
867,628,328

Abstain
72,209,259

Broker Non-Votes
223,336,601

(7) The shareholder proposal regarding the Holy Land Principles was defeated:
For
37,094,558

Against
915,305,612

Abstain
72,027,260

Broker Non-Votes
223,336,601

(8) The shareholder proposal regarding quantitative renewable energy targets was defeated:
For
79,101,772

Against
896,279,054

Abstain
49,046,604

Broker Non-Votes
223,336,601

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number
 
Description
10.1
  
PepsiCo, Inc. Long-Term Incentive Plan (as amended and restated May 4, 2016), which is incorporated herein by reference to Exhibit B to PepsiCo’s Proxy Statement for its 2016 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on March 18, 2016.





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 9, 2016
By:
/s/ Cynthia Nastanski
 
 
Name: Cynthia Nastanski
 
 
Title: Senior Vice President, Corporate Law and Deputy Corporate Secretary






INDEX TO EXHIBITS
 
Exhibit Number
 
Description
10.1
  
PepsiCo, Inc. Long-Term Incentive Plan (as amended and restated May 4, 2016), which is incorporated herein by reference to Exhibit B to PepsiCo’s Proxy Statement for its 2016 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on March 18, 2016.