01—Abstract
Summary
Summary of the 8-K filed May 8, 2024. Cited figures are marked; the original filing is the authoritative source.
The Kraft Heinz Company filed this Current Report on Form 8-K under Item 5.07 to disclose the final voting results from its 2024 Annual Meeting of Stockholders, held on May 2, 2024.
The filing covers no financial results. Stockholders elected all 11 director nominees to one-year terms expiring at the 2025 Annual Meeting. Stockholders also approved, on an advisory basis, the compensation of the named executive officers, and they approved the selection of PricewaterhouseCoopers LLP as independent auditors for 2024.
All three stockholder proposals were voted down. The proposals sought a report on recyclability claims, a report on group-housed pork, and a report on greenhouse gas goals. Each was defeated, with the greenhouse gas goals proposal receiving the fewest "For" votes of the three.
For investors, the results show broad support for the current board and management pay practices, with no director nominee losing an election. Shareholder opposition to the environmental and sourcing-related proposals was substantial. Broker non-votes were reported as 106,420,223 shares on the director election and say-on-pay items.
02—Key points
Key Highlights
- Annual Meeting of Stockholders held May 2, 2024; the filing reports final voting results.
- All 11 director nominees were elected to one-year terms expiring at the 2025 Annual Meeting.
- Director John T. Cahill had the lowest "For" count among nominees at 858,875,556 shares, with 58,821,168 shares against.
- Advisory say-on-pay vote approved named executive officer compensation, with 874,642,016 shares for and 40,146,424 against.
- PricewaterhouseCoopers LLP was approved as independent auditors for 2024, with 982,051,683 shares for and 42,412,014 against.
- Three stockholder proposals were not approved: recyclability claims report (187,678,530 for, 723,411,842 against), group-housed pork report (193,890,462 for, 716,659,084 against), and greenhouse gas goals report (8,987,829 for, 903,905,340 against).
- Broker non-votes of 106,420,223 shares were reported on the director election and say-on-pay items.
03—Questions
Frequently Asked Questions
Who was elected to the board at the 2024 Annual Meeting?
Stockholders elected all 11 nominees: Carlos Abrams-Rivera, Humberto P. Alfonso, John T. Cahill, Lori Dickerson Fouché, Diane Gherson, Timothy Kenesey, Alicia Knapp, Elio Leoni Sceti, James Park, Miguel Patricio, and John C. Pope. Each serves a one-year term expiring at the 2025 Annual Meeting.
Did stockholders approve executive compensation?
Yes. In an advisory vote, stockholders approved the compensation of the named executive officers, with 874,642,016 shares voting for, 40,146,424 against, and 4,507,053 abstaining.
Which auditor was approved for 2024?
Stockholders approved PricewaterhouseCoopers LLP as the Company's independent auditors for 2024, with 982,051,683 shares voting for, 42,412,014 against, and 1,252,019 abstaining.
What happened with the stockholder proposals?
None of the three stockholder proposals were approved. The proposals requested reports on recyclability claims, group-housed pork, and greenhouse gas goals. Each received more shares against than for.
04—Continue