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 1, 2024

PepsiCo, Inc.

(Exact name of registrant as specified in its charter)

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 classTrading SymbolsName of each exchange on which registeredCommon Stock, par value 1-2/3 cents per sharePEPThe Nasdaq Stock Market LLC0.250% Senior Notes Due 2024PEP24The Nasdaq Stock Market LLC2.625% Senior Notes Due 2026PEP26The Nasdaq Stock Market LLC0.750% Senior Notes Due 2027PEP27The Nasdaq Stock Market LLC0.875% Senior Notes Due 2028PEP28The Nasdaq Stock Market LLC0.500% Senior Notes Due 2028PEP28AThe Nasdaq Stock Market LLC3.200% Senior Notes Due 2029PEP29The Nasdaq Stock Market LLC1.125% Senior Notes Due 2031PEP31The Nasdaq Stock Market LLC0.400% Senior Notes Due 2032PEP32The Nasdaq Stock Market LLC0.750% Senior Notes Due 2033PEP33The Nasdaq Stock Market LLC3.550% Senior Notes Due 2034PEP34The Nasdaq Stock Market LLC0.875% Senior Notes Due 2039PEP39The Nasdaq Stock Market LLC1.050% Senior Notes Due 2050PEP50The 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:

(2) The shareholders ratified the appointment of KPMG LLP as the independent registered public accounting firm for PepsiCo for fiscal year 2024:

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

(4) The shareholders approved the Amended and Restated PepsiCo, Inc. Long-Term Incentive Plan:

(5) The shareholders voted against a shareholder proposal regarding shareholder ratification of excessive golden parachutes:

(6) The shareholders voted against a shareholder proposal regarding a report on gender-based compensation gaps and associated risks:

(7) The shareholders voted against a shareholder proposal regarding a director election resignation bylaw:

(8) The shareholders voted against a shareholder proposal regarding a third-party assessment on non-sugar sweetener risks:

(9) The shareholders voted against a shareholder proposal regarding a report on risks related to biodiversity and nature loss:

(10) The shareholders voted against a shareholder proposal regarding a third-party racial equity audit:

(11) The shareholders voted against a shareholder proposal regarding a report on risks created by the Company's diversity, equity and inclusion efforts:

(12) The shareholders voted against a shareholder proposal regarding a global transparency report:

Item 9.01. Financial Statements Exhibits.

(d) Exhibits

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.