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EX-10.1 - EX-10.1 - PEPSICO INC | y84374exv10w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant To Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 5, 2010
PepsiCo, Inc.
(Exact name of registrant
as specified in charter)
as specified in charter)
North Carolina (State or other jurisdiction of incorporation) |
1-1183 (Commission File Number) |
13-1584302 (IRS Employer Identification No.) |
700 Anderson Hill Road
Purchase, New York 10577
(Address of principal executive offices)
Purchase, New York 10577
(Address of principal executive offices)
Registrants telephone number, including area code: (914) 253-2000
N/A
(Former name or former address, if changed since last report)
(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 (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) At the 2010 annual meeting of shareholders of PepsiCo, Inc. (PepsiCo) held on May 5, 2010,
PepsiCos shareholders approved an amendment to the PepsiCo, Inc. 2007 Long-Term Incentive Plan, as
amended and restated (the 2007 Plan), which was first approved by shareholders on May 2, 2007.
The amendment to the 2007 Plan (i) increases by a total of 130 million shares the number of shares
of PepsiCo common stock that may be issued pursuant to awards under the 2007 Plan, (ii) changes the
method of calculating shares available for issuance under the 2007 Plan by counting each share
subject to restricted stock units and other full value awards as three shares and (iii) expands the
list of performance metrics that can be utilized in setting performance goals for performance-based
awards to include the following additional performance metrics: productivity, brand contribution,
product quality, portfolio transformation, productivity improvement, corporate value measures (such
as compliance, safety, environmental and personnel matters), and goals related to corporate
initiatives (such as acquisitions, dispositions or customer satisfaction).
The amendment referred to above is described in greater detail in Proxy Item No. 3 in
PepsiCos Proxy Statement for the 2010 annual meeting of shareholders of PepsiCo (Proxy
Statement) filed with the Securities and Exchange Commission on March 23, 2010. The descriptions
of the 2007 Plan contained herein and in the Proxy Statement are qualified in their entirety by
reference to the full text of the 2007 Plan (as amended and restated March 12, 2010) filed as
Exhibit 10.1 attached hereto and incorporated by reference herein.
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
PepsiCos Annual Meeting of Shareholders was held on May 5, 2010. At the meeting:
(1) | 12 Persons were elected to serve as directors of PepsiCo; | ||
(2) | the selection of KPMG LLP to serve as the independent registered public accounting firm of PepsiCo for 2010 was ratified; | ||
(3) | a proposal to approve amendments to the PepsiCo, Inc. 2007 Long-Term Incentive Plan (to increase authorized shares) was approved; | ||
(4) | a shareholder proposal requesting a charitable contributions report was defeated; | ||
(5) | a shareholder proposal requesting that shareholders holding 10% or more of PepsiCos common stock have the right to call special shareholder meetings was defeated; and | ||
(6) | a shareholder proposal requesting a public policy report was defeated. |
Election of Directors | Broker | |||||||||||||||
Nominee | For | Against | Abstain | Non-Votes | ||||||||||||
Shona L. Brown |
1,058,667,332 | 17,125,209 | 2,668,345 | 252,223,459 | ||||||||||||
Ian M. Cook |
1,068,096,569 | 7,772,299 | 2,592,018 | 252,223,459 | ||||||||||||
Dina Dublon |
1,067,995,416 | 8,028,437 | 2,437,033 | 252,223,459 | ||||||||||||
Victor J. Dzau, MD |
1,042,192,064 | 33,672,444 | 2,596,378 | 252,223,459 | ||||||||||||
Ray L. Hunt |
1,045,936,615 | 29,746,071 | 2,778,200 | 252,223,459 | ||||||||||||
Alberto Ibargüen |
1,065,701,893 | 10,002,393 | 2,756,600 | 252,223,459 | ||||||||||||
Arthur C. Martinez |
995,828,050 | 79,850,465 | 2,782,371 | 252,223,459 | ||||||||||||
Indra K. Nooyi |
1,040,477,150 | 35,396,728 | 2,587,008 | 252,223,459 | ||||||||||||
Sharon Percy Rockefeller |
1,045,365,980 | 30,604,197 | 2,490,709 | 252,223,459 | ||||||||||||
James J. Schiro |
1,032,143,637 | 43,602,191 | 2,715,058 | 252,223,459 | ||||||||||||
Lloyd G. Trotter |
1,067,277,018 | 8,479,243 | 2,704,625 | 252,223,459 | ||||||||||||
Daniel Vasella |
593,416,702 | 482,472,082 | 2,572,102 | 252,223,459 |
The following proposals were adopted by the margins indicated: | Broker | |||||||||||||||
Description of Proposals | For | Against | Abstain | Non-Votes | ||||||||||||
Ratification of Appointment of
KPMG LLP as Independent
Registered Public Accountants |
1,306,641,008 | 19,995,347 | 4,047,990 | N/A | ||||||||||||
Approval of Amendment to
PepsiCo, Inc. Long-Term
Incentive Plan, as Amended and
Restated |
855,053,140 | 223,407,746 | N/A | 252,223,459 |
The following proposals were not adopted by the margins indicated: | Broker | |||||||||||||||
Description of Proposals | For | Against | Abstain | Non-Votes | ||||||||||||
Charitable Contributions Report |
43,907,186 | 873,444,849 | 161,108,851 | 252,223,459 | ||||||||||||
Right to Call Special
Shareholders Meeting |
529,417,671 | 543,646,554 | 5,396,661 | 252,223,459 | ||||||||||||
Public Policy Report |
46,592,492 | 870,393,596 | 161,474,798 | 252,223,459 |
Item 8.01. | Other Events. |
On May 5, 2010, in accordance with PepsiCos Corporate Governance Guidelines, the independent
members of PepsiCos Board of Directors designated James J. Schiro as the Presiding Director of
PepsiCos Board of Directors. Mr. Schiro succeeds Sharon Percy Rockefeller who served as Presiding
Director from May 2007 through May 2010.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
10.1
|
PepsiCo, Inc. 2007 Long-Term Incentive Plan (as amended and restated March 12, 2010). |
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 11, 2010 | By: | /s/ Thomas H. Tamoney, Jr. | ||
Name: | Thomas H. Tamoney, Jr. | |||
Title: | Senior Vice President, Deputy General Counsel and Assistant Secretary |
INDEX TO EXHIBITS
Exhibit Number | Description | |
10.1
|
PepsiCo, Inc. 2007 Long-Term Incentive Plan (as amended and restated March 12, 2010). |