01—Abstract
Summary
Summary of the 8-K filed May 13, 2025. Cited figures are marked; the original filing is the authoritative source.
The Kraft Heinz Company (the "Company") held its 2025 Annual Meeting of Stockholders on May 8, 2025, and this Form 8-K reports the final voting results.
Stockholders elected all 12 director nominees to one-year terms expiring at the 2026 Annual Meeting. Each nominee received more shares For than Against, with Timothy Kenesey (884,838,984 For; 30,636,603 Against) and John T. Cahill (887,908,354 For; 27,765,831 Against) recording the lowest For counts and the highest Against counts among the nominees.
Stockholders approved, on an advisory basis, the compensation of the Company's named executive officers, with 872,898,769 shares For, 40,641,979 Against, and 3,418,775 Abstaining. Stockholders also ratified PricewaterhouseCoopers LLP as independent auditors for 2025, with 965,716,403 shares For, 57,228,002 Against, and 1,468,724 Abstaining.
Three stockholder proposals were submitted and none was approved: a report on recyclability claims (112,517,193 For; 799,126,127 Against), a report on plastic packaging (105,961,668 For; 805,814,767 Against), and a policy to adopt an independent Board Chair (255,895,300 For; 658,706,305 Against). Broker non-votes of 107,453,606 shares were reported on the director, say-on-pay, and proposal items.
02—Key points
Key Highlights
- Annual Meeting held May 8, 2025; all 12 director nominees were elected to one-year terms expiring at the 2026 Annual Meeting.
- Advisory say-on-pay vote approved named executive officer compensation with 872,898,769 shares For and 40,641,979 Against.
- PricewaterhouseCoopers LLP was ratified as independent auditors for 2025 with 965,716,403 shares For and 57,228,002 Against.
- Stockholder proposal on a report on recyclability claims was not approved (112,517,193 For; 799,126,127 Against).
- Stockholder proposal on a report on plastic packaging was not approved (105,961,668 For; 805,814,767 Against).
- Stockholder proposal to adopt an independent Board Chair policy was not approved (255,895,300 For; 658,706,305 Against).
- Director support varied, with Timothy Kenesey (30,636,603 Against) and John T. Cahill (27,765,831 Against) receiving the highest Against counts among nominees.
03—Questions
Frequently Asked Questions
When and where was the 2025 Annual Meeting of Stockholders held?
The filing states that the Annual Meeting was held on May 8, 2025. It does not specify a location in this filing.
Who was elected to the Board of Directors?
Stockholders elected all 12 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, John C. Pope, and Debby Soo. Each serves a one-year term expiring at the 2026 Annual Meeting.
Did stockholders approve executive compensation?
Yes. In the advisory vote, 872,898,769 shares were voted For, 40,641,979 Against, and 3,418,775 Abstained, with 107,453,606 broker non-votes.
Which stockholder proposals were considered, and what was the outcome?
Three stockholder proposals were considered: a report on recyclability claims, a report on plastic packaging, and the adoption of a policy on an independent Board Chair. None was approved by stockholders. Each received more Against votes than For votes.
Who was selected as the Company's independent auditor for 2025?
Stockholders approved the selection of PricewaterhouseCoopers LLP as the Company's independent auditors for 2025, with 965,716,403 shares For, 57,228,002 Against, and 1,468,724 Abstaining.
04—Continue