8-KCorporate ChangesRegulation FDExhibits & Filings

PEPSICO INC 8-K Report, Bylaw Amendment (Apr 16, 2020)

Filed April 16, 2020For Securities:PEP

Summary

PepsiCo, Inc. (PEP) filed an 8-K on April 15-16, 2020, primarily to update its By-Laws and announce changes to its 2020 Annual Shareholder Meeting. The amendments to the By-Laws, effective April 15, 2020, explicitly incorporate provisions for the use of remote communication in shareholder meetings. This change likely reflects a proactive adaptation to evolving corporate governance practices and potential future needs for virtual engagement. Furthermore, due to ongoing public health concerns related to the COVID-19 pandemic, PepsiCo announced on April 16, 2020, that its 2020 Annual Meeting of Shareholders, originally planned as an in-person event, will now be held as a virtual-only meeting. This decision prioritizes the health and safety of shareholders, employees, and the community. The meeting will still take place on May 6, 2020, at 9:00 a.m. EDT, with further details available in the proxy supplement.

Key Highlights

  • 1PepsiCo amended its By-Laws to include explicit provisions for conducting shareholder meetings via remote communication.
  • 2These By-Law amendments were approved by the Board of Directors on April 15, 2020.
  • 3The company announced on April 16, 2020, that its 2020 Annual Shareholder Meeting will be a virtual-only event.
  • 4The change to a virtual meeting format is a precautionary measure in response to the COVID-19 pandemic.
  • 5The 2020 Annual Meeting remains scheduled for May 6, 2020, at 9:00 a.m. EDT.
  • 6The decision prioritizes the health and well-being of shareholders, employees, and communities.
  • 7Details regarding the virtual meeting format are available in a press release and a proxy supplement.

Frequently Asked Questions

PepsiCo is changing its 2020 Annual Shareholder Meeting to a virtual-only format due to continued public health precautions regarding in-person gatherings in light of the coronavirus (COVID-19) pandemic. This decision aims to support the health and well-being of its shareholders, employees, and communities.

Yes, on April 15, 2020, PepsiCo's Board of Directors approved amendments to the Company's By-Laws to add explicit provisions regarding the use of remote communication in connection with shareholder meetings.

No, the date and time of the 2020 Annual Meeting of Shareholders remain unchanged. It will still be held on Wednesday, May 6, 2020, at 9:00 a.m. Eastern Daylight Time.

Further information regarding the change in format of the Annual Meeting can be found in the press release issued by PepsiCo on April 16, 2020 (Exhibit 99.1), and in the proxy supplement filed by PepsiCo with the Securities and Exchange Commission on April 16, 2020.