--- schema_version: "secwatch.filing_event.v1" accession: "0000077476-23-000028" form_type: "8-K" ticker: "PEP" cik: "0000077476" company_name: "PEPSICO INC" filed_at: "2023-05-05T23:59:59+00:00" generated_at: "2026-06-15T18:41:20.845041+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.25 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # PepsiCo shareholders elect all 15 directors, approve advisory say-on-pay annually, defeat all five shareholder proposals ## Summary - All 15 director nominees elected; Ramon Laguarta received 943.6M for, 69.1M against. - Ratification of KPMG as auditor approved with 1.125B votes for (95.5%). - Advisory say-on-pay passed with 901.2M for (89.1%); frequency set to every year with 994.9M for. - Shareholder proposal for independent board chair defeated: 250.8M for vs 747.0M against. - Proposals on global transparency report, reproductive healthcare impact, and net-zero congruency all defeated. ## SEC filing metadata - accession: 0000077476-23-000028 - form_type: 8-K - ticker: PEP - cik: 0000077476 - company_name: PEPSICO INC - filed_at: 2023-05-05T23:59:59+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.25 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/77476/000007747623000028/0000077476-23-000028-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/77476/000007747623000028/pep-20230503.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000077476-23-000028 - JSON: https://secwatch.observer/filing/0000077476-23-000028.json - Plain text: https://secwatch.observer/filing/0000077476-23-000028.txt ## Key facts - Shareholder Votes PEPSICO INC shareholders approved Election of 15 directors at the 2023-05-03 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-03 source text: Below are the final voting results. (1) The following 15 persons were elected to serve as directors of PepsiCo: evidence_url: https://www.sec.gov/Archives/edgar/data/77476/000007747623000028/0000077476-23-000028-index.htm - Shareholder Votes PEPSICO INC shareholders rejected Shareholder proposal regarding a report on impacts of reproductive healthcare legislation at the 2023-05-03 meeting. - Outcome: failed - Meeting: 2023-05-03 source text: (7) The shareholder proposal regarding a report on impacts of reproductive healthcare legislation was defeated: For 158,917,578 Against 830,627,354 Abstain 30,602,957 Broker Non-Votes 172,969,325 evidence_url: https://www.sec.gov/Archives/edgar/data/77476/000007747623000028/0000077476-23-000028-index.htm - Shareholder Votes PEPSICO INC shareholders rejected Shareholder proposal regarding a congruency report on net-zero emissions policies at the 2023-05-03 meeting. - Outcome: failed - Meeting: 2023-05-03 source text: (8) The shareholder proposal regarding a congruency report on net-zero emissions policies was defeated: For 19,718,780 Against 977,228,788 Abstain 23,200,321 Broker Non-Votes 172,969,325 evidence_url: https://www.sec.gov/Archives/edgar/data/77476/000007747623000028/0000077476-23-000028-index.htm - Shareholder Votes PEPSICO INC shareholders approved Advisory vote on executive compensation at the 2023-05-03 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-03 source text: (3) The shareholders approved, on an advisory basis, PepsiCo’s executive compensation: For 901,248,622 Against 110,102,370 Abstain 8,796,897 Broker Non-Votes 172,969,325 evidence_url: https://www.sec.gov/Archives/edgar/data/77476/000007747623000028/0000077476-23-000028-index.htm - Shareholder Votes PEPSICO INC shareholders rejected Shareholder proposal regarding independent Board Chair at the 2023-05-03 meeting. - Outcome: failed - Meeting: 2023-05-03 source text: (5) The shareholder proposal regarding independent Board Chair was defeated: For 250,838,697 Against 746,982,272 Abstain 22,326,920 Broker Non-Votes 172,969,325 evidence_url: https://www.sec.gov/Archives/edgar/data/77476/000007747623000028/0000077476-23-000028-index.htm - Shareholder Votes PEPSICO INC shareholders approved Ratification of KPMG LLP as independent registered public accounting firm for fiscal year 2023 at the 2023-05-03 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-03 source text: (2) The shareholders ratified the appointment of KPMG LLP as the independent registered public accounting firm for PepsiCo for fiscal year 2023: For 1,125,448,378 Against 65,112,424 Abstain 2,556,412 evidence_url: https://www.sec.gov/Archives/edgar/data/77476/000007747623000028/0000077476-23-000028-index.htm - Shareholder Votes PEPSICO INC shareholders rejected Shareholder proposal regarding a global transparency report at the 2023-05-03 meeting. - Outcome: failed - Meeting: 2023-05-03 source text: (6) The shareholder proposal regarding a global transparency report was defeated: For 185,034,699 Against 814,416,953 Abstain 20,696,237 Broker Non-Votes 172,969,325 evidence_url: https://www.sec.gov/Archives/edgar/data/77476/000007747623000028/0000077476-23-000028-index.htm - Shareholder Votes PEPSICO INC shareholders approved Advisory vote on frequency of future say-on-pay votes (every year) at the 2023-05-03 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-03 source text: (4) The shareholders approved, on an advisory basis, the holding of an advisory vote on the compensation of PepsiCo’s named executive officers every year: One Year 994,856,204 Two Years 4,331,004 Three Years 17,603,165 Abstain 3,357,516 Broker Non-Votes 172,969,325 evidence_url: https://www.sec.gov/Archives/edgar/data/77476/000007747623000028/0000077476-23-000028-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.