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NASDAQ: PEP PEPSICO INC 8-K

PepsiCo shareholders re-elect all 13 directors, approve executive pay at annual meeting

Filed May 8, 2026 · Period ending May 6, 2026 · ~1 min read

4 key changes 1 section

Key Changes

  • low

    All 13 director nominees elected to board including CEO Ramon Laguarta, with Sir Dave Lewis receiving highest support at 99% of votes cast.

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    Executive compensation approved with 89% support in advisory vote, signaling shareholder satisfaction with pay practices.

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    KPMG ratified as independent auditor for fiscal 2026 with 92% approval in routine annual vote.

  • low

    Three shareholder proposals defeated including independent board chair (26% support), human rights report (16%), and animal treatment evaluation (9%).

Summary

PepsiCo held its annual shareholder meeting on May 6, 2026, with routine outcomes across all voting items. The company's full slate of 13 directors was re-elected, including CEO Ramon Laguarta, with all nominees receiving majority support. The highest opposition came against directors Robert Pohlad and Daniel Vasella, though both still secured over 91% approval.

Shareholders endorsed the company's executive compensation program with 89% support in the non-binding say-on-pay vote, indicating general satisfaction with how pay aligns with performance. The auditor ratification and defeat of all three shareholder proposals suggest investors are comfortable with current governance practices. This filing is purely procedural with no material business developments. Retail investors should watch for PepsiCo's upcoming quarterly earnings report for substantive updates on business performance and strategy.

Section-by-Section Diff

Event · Item 5.07 — Submission of Matters to a Vote of Security Holders

~500 words

PepsiCo disclosed voting results from its May 6, 2026 Annual Meeting: 13 directors elected, auditor ratified, executive compensation approved.

3 Added
Show 3 minor / wording changes
Added Director elections low

Added in current filing · verify on EDGAR → · paraphrased

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

All 13 director nominees were elected to PepsiCo's board at the 2026 Annual Meeting. The slate includes CEO Ramon L. Laguarta and 12 other directors, all receiving majority support. Sir Dave J. Lewis received the highest support (993 million votes for), while Robert C. Pohlad and Daniel Vasella received the most opposition votes (approximately 87 million and 83 million against, respectively).

Added Auditor ratification low

Added in current filing · verify on EDGAR → · paraphrased

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

Shareholders ratified KPMG LLP as PepsiCo's independent auditor for fiscal 2026 with approximately 92% support. This is a routine annual vote confirming the audit committee's selection of the external auditor.

Added Executive compensation advisory vote low

Added in current filing · verify on EDGAR → · paraphrased

The shareholders approved, on an advisory basis, PepsiCo's executive compensation:

For 889,386,771 | Against 109,646,883 | Abstain 4,419,700

Shareholders approved PepsiCo's executive compensation on an advisory basis with approximately 89% support. This non-binding say-on-pay vote indicates general shareholder satisfaction with the company's executive pay practices and alignment with performance.

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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 1, 2026 · How we verify