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 6, 2026 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 0.750% 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 Floating Rate Notes Due 2028 PEP28B 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 3.300% Senior Notes Due 2034 PEP34A The Nasdaq Stock Market LLC 3.450% Senior Notes Due 2037 PEP37 The Nasdaq Stock Market LLC 3.700% Senior Notes Due 2038 PEP38 The Nasdaq Stock Market LLC 0.875% Senior Notes Due 2039 PEP39 The Nasdaq Stock Market LLC 4.150% Senior Notes Due 2047 PEP47 The Nasdaq Stock Market LLC 1.050% Senior Notes Due 2050 PEP50 The Nasdaq Stock Market LLC 4.050% Senior Notes Due 2055 PEP55 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 5.07. Submission of Matters to a Vote of Security Holders.  PepsiCo, Inc. (“PepsiCo”) held its 2026 Annual Meeting of Shareholders on May 6, 2026. For more information on the following proposals, see PepsiCo’s proxy statement for the 2026 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on March 27, 2026. Below are the final voting results. (1) The following 13 persons were elected to serve as directors of PepsiCo: Nominee For Against Abstain Broker Non-Votes Jennifer Bailey 985,427,406 15,993,480 2,032,468 168,077,892 Cesar Conde 950,713,170 50,520,606 2,219,578 168,077,892 Ian Cook 966,847,048 34,407,477 2,198,829 168,077,892 Edith W. Cooper 978,844,369 22,559,581 2,049,404 168,077,892 Susan M. Diamond 978,952,453 22,246,704 2,254,197 168,077,892 Dina Dublon 925,174,904 76,178,047 2,100,403 168,077,892 Michelle Gass 988,042,236 12,696,155 2,714,963 168,077,892 David W. Gibbs 987,649,367 13,634,007 2,169,980 168,077,892 Ramon L. Laguarta 947,731,772 49,828,733 5,892,849 168,077,892 Sir Dave J. Lewis 993,210,485 8,024,133 2,218,736 168,077,892 Robert C. Pohlad 914,405,632 86,817,565 2,230,157 168,077,892 Daniel Vasella, MD 918,117,238 83,114,934 2,221,182 168,077,892 Alberto Weisser 964,298,726 36,895,458 2,259,170 168,077,892 (2) The shareholders ratified the appointment of KPMG LLP as the independent registered public accounting firm for PepsiCo for fiscal year 2026: For 1,082,112,778 Against 86,960,465 Abstain 2,458,003 Broker Non-Votes N/A (3) The shareholders approved, on an advisory basis, PepsiCo’s executive compensation:  For 889,386,771 Against 109,646,883 Abstain 4,419,700 Broker Non-Votes 168,077,892 (4) The shareholders voted against a shareholder proposal regarding an independent board chair: For 255,870,502 Against 735,873,528 Abstain 11,709,324 Broker Non-Votes 168,077,892 (5) The shareholders voted against a shareholder proposal regarding a report on human rights oversight: For 163,426,130 Against 825,383,050 Abstain 14,644,174 Broker Non-Votes 168,077,892 (6) The shareholders voted against a shareholder proposal regarding a report evaluating the treatment of animals within supply chain: For 87,251,346 Against 899,535,564 Abstain 16,666,444 Broker Non-Votes 168,077,892 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 8, 2026 By: /s/ Cynthia A. Nastanski Name: Cynthia A. Nastanski Title: Senior Vice President, Corporate Law and Deputy Corporate Secretary