Executive Change · Shareholder Vote

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, 2024 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 class Trading Symbols Name of each exchange on which registered Common Stock, par value 1-2/3 cents per share PEP The Nasdaq Stock Market LLC 0.250% Senior Notes Due 2024 PEP24 The Nasdaq Stock Market LLC 2.625% Senior Notes Due 2026 PEP26 The Nasdaq Stock Market LLC 0.750% Senior Notes Due 2027 PEP27 The Nasdaq Stock Market LLC 0.875% Senior Notes Due 2028 PEP28 The Nasdaq Stock Market LLC 0.500% Senior Notes Due 2028 PEP28A The Nasdaq Stock Market LLC 3.200% Senior Notes Due 2029 PEP29 The Nasdaq Stock Market LLC 1.125% Senior Notes Due 2031 PEP31 The Nasdaq Stock Market LLC 0.400% Senior Notes Due 2032 PEP32 The Nasdaq Stock Market LLC 0.750% Senior Notes Due 2033 PEP33 The Nasdaq Stock Market LLC 3.550% Senior Notes Due 2034 PEP34 The Nasdaq Stock Market LLC 0.875% Senior Notes Due 2039 PEP39 The Nasdaq Stock Market LLC 1.050% Senior Notes Due 2050 PEP50 The 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 5.02. 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” or the “Company”) held on May 1, 2024, PepsiCo’s shareholders approved an amendment and restatement of 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 Plan is described in Proxy Item No. 4 in PepsiCo’s proxy statement for the 2024 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on March 22, 2024 (“2024 Proxy Statement”). The description of the Plan contained on pages 88 to 91 of the 2024 Proxy Statement is incorporated herein by reference. A copy of the Plan is attached hereto as Exhibit 10.1 and is incorporated by reference herein. Item 5.07. Submission of Matters to a Vote of Security Holders.  PepsiCo, Inc. held its 2024 Annual Meeting of Shareholders on May 1, 2024. For more information on the following proposals, see PepsiCo’s 2024 Proxy Statement. Below are the final voting results. (1) The following 15 persons were elected to serve as directors of PepsiCo: Nominee For Against Abstain Broker Non-Votes Segun Agbaje 992,587,294 5,844,363 3,290,130 180,213,992 Jennifer Bailey 994,399,501 4,293,659 3,028,627 180,213,992 Cesar Conde 953,874,248 44,579,459 3,268,080 180,213,992 Ian Cook 953,553,268 44,954,817 3,213,702 180,213,992 Edith W. Cooper 992,624,109 6,028,107 3,069,571 180,213,992 Susan M. Diamond 992,923,590 5,712,787 3,085,410 180,213,992 Dina Dublon 959,868,064 38,761,955 3,091,768 180,213,992 Michelle Gass 993,493,679 5,104,039 3,124,069 180,213,992 Ramon L. Laguarta 924,777,433 69,970,707 6,973,647 180,213,992 Dave J. Lewis 993,610,225 4,916,597 3,194,965 180,213,992 David C. Page, MD 981,671,677 16,776,735 3,273,375 180,213,992 Robert C. Pohlad 961,311,025 37,291,829 3,118,933 180,213,992 Daniel Vasella, MD 946,402,520 52,026,331 3,292,936 180,213,992 Darren Walker 979,013,353 19,436,522 3,271,912 180,213,992 Alberto Weisser 961,094,583 36,993,363 3,633,841 180,213,992 (2) The shareholders ratified the appointment of KPMG LLP as the independent registered public accounting firm for PepsiCo for fiscal year 2024: For 1,105,513,902 Against 73,973,820 Abstain 2,448,057 (3) The shareholders approved, on an advisory basis, PepsiCo’s executive compensation:  For 889,447,400 Against 102,710,531 Abstain 9,563,856 Broker Non-Votes 180,213,992 (4) The shareholders approved the Amended and Restated PepsiCo, Inc. Long-Term Incentive Plan: For 942,110,924 Against 50,972,522 Abstain 8,638,341 Broker Non-Votes 180,213,992 (5) The shareholders voted against a shareholder proposal regarding shareholder ratification of excessive golden parachutes: For 65,453,445 Against 927,884,864 Abstain 8,383,478 Broker Non-Votes 180,213,992 (6) The shareholders voted against a shareholder proposal regarding a report on gender-based compensation gaps and associated risks: For 18,365,513 Against 965,634,403 Abstain 17,721,871 Broker Non-Votes 180,213,992 (7) The shareholders voted against a shareholder proposal regarding a director election resignation bylaw: For 176,880,527 Against 812,849,879 Abstain 11,991,381 Broker Non-Votes 180,213,992 (8) The shareholders voted against a shareholder proposal regarding a third-party assessment on non-sugar sweetener risks: For 112,324,772 Against 868,039,261 Abstain 21,357,754 Broker Non-Votes 180,213,992 (9) The shareholders voted against a shareholder proposal regarding a report on risks related to biodiversity and nature loss: For 178,018,946 Against 790,567,899 Abstain 33,134,942 Broker Non-Votes 180,213,992 (10) The shareholders voted against a shareholder proposal regarding a third-party racial equity audit: For 196,593,851 Against 786,489,111 Abstain 18,638,825 Broker Non-Votes 180,213,992 (11) The shareholders voted against a shareholder proposal regarding a report on risks created by the Company's diversity, equity and inclusion efforts: For 27,063,961 Against 954,327,466 Abstain 20,330,360 Broker Non-Votes 180,213,992 (12) The shareholders voted against a shareholder proposal regarding a global transparency report: For 146,027,052 Against 831,047,798 Abstain 24,646,937 Broker Non-Votes 180,213,992 Item 9.01. Financial Statements Exhibits. (d) Exhibits Exhibit No. Description 10.1 PepsiCo, Inc. Long-Term Incentive Plan (as amended and restated May 1, 2024), which is incorporated herein by reference to Appendix B to PepsiCo’s Proxy Statement for its 2024 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on March 22, 2024. 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. 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 3, 2024 By: /s/ Cynthia A. Nastanski Name: Cynthia A. Nastanski Title: Senior Vice President, Corporate Law and Deputy Corporate Secretary