Additional Proxy Soliciting Materials (definitive) (defa14a)
March 17 2017 - 4:38PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
Filed
by the Registrant ☒
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Filed by a Party
other than the Registrant
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Check the appropriate
box:
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Preliminary Proxy
Statement
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Confidential, for Use of the
Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy
Statement
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Definitive Additional
Materials
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Soliciting Material under
§240.14a-12
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PepsiCo, Inc.
(Name of Registrant as Specified in
its Charter)
(Name of Person(s) Filing Proxy
Statement, if Other Than the Registrant)
Payment of filing fee (Check the
appropriate box):
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No fee required.
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Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which
transaction applies:
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(2)
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Aggregate number of securities to which
transaction applies:
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(3)
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Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it was
determined):
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(4)
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Proposed maximum aggregate value of
transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary
materials.
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Check box if any part of the fee is
offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, the Form or Schedule and the date
of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement
No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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*** Exercise Your
Right
to Vote
***
Important Notice Regarding the
Availability of Proxy Materials for the
Shareholder Meeting to Be Held on May
3, 2017.
PEPSICO, INC.
700 ANDERSON HILL ROAD
PURCHASE, NY
10577-1444
Meeting
Information
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Meeting
Type:
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Annual Meeting
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For holders as
of:
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March 1, 2017
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Date:
May 3, 2017
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Time:
9:00 a.m. Eastern Daylight Time
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Location:
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The North Carolina
History
Center at Tryon Palace
529 South Front Street
New Bern,
North Carolina 28562
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You are receiving this communication
because you hold shares in the company named above.
This is not a ballot. You cannot use this
notice to vote these shares. This communication presents only an overview of the
more complete proxy materials that are available to you on the Internet. You may
view the proxy materials online at
www.proxyvote.com
, scan the QR Barcode
on the reverse side, or easily request a paper copy (see reverse
side).
We encourage you to access and review all
of the important information contained in the proxy materials before
voting.
See the reverse side of this
notice to obtain proxy materials and voting
instructions.
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Before You
Vote
How to Access the Proxy
Materials
Proxy Materials Available to VIEW
or RECEIVE:
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NOTICE AND PROXY
STATEMENT ANNUAL
REPORT
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How to View
Online:
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Have the information that is printed
in the box marked by the arrow ➔
XXXX XXXX XXXX XXXX
(located on the following page)
and visit:
www.proxyvote.com,
or scan the
QR Barcode below.
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How to Request and Receive a
PAPER or E-MAIL Copy:
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If you want to receive a paper or
e-mail copy of these documents or proxy materials for future shareholder
meetings, you must request them. There is NO charge for requesting a copy.
Please choose one of the following methods to make your
request:
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1)
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BY INTERNET
:
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www.proxyvote.com
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2)
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BY TELEPHONE
:
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1-800-579-1639
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3)
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BY E-MAIL*:
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sendmaterial@proxyvote.com
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* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in
the box marked by the arrow➔
XXXX XXXX XXXX XXXX
(located on the following page) in the subject
line.
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Requests, instructions and other
inquiries sent to this e-mail address will NOT be forwarded to your
investment advisor. Please make the request as instructed above on or
before April 19, 2017 to facilitate timely
delivery.
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How To
Vote
Please Choose One of
the Following Voting Methods
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Vote In Person:
Many shareholder meetings have attendance requirements
including, but not limited to, the possession of an attendance ticket
issued by the entity holding the meeting. Please check the meeting
materials for any special requirements for meeting attendance. At the
meeting, you will need to request a ballot to vote these shares.
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Vote By Internet:
Go to
www.proxyvote.com
or from a
smart phone, scan the QR Barcode above
.
Have the information that is printed in
the box marked by the arrow➔
XXXX XXXX XXXX XXXX
(located on the following page) available and follow the
instructions.
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Vote By Mail:
You can vote by mail by requesting a paper copy of the
materials, which will include a proxy card.
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Shareholder Meeting Registration:
To attend the meeting, go to the
"Register for Meeting" link at www.proxyvote.com. An admission ticket and
valid government-issued photo
identification, such as a drivers license or passport, will be required to enter the meeting.
Please bring the
admission ticket to the meeting.
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If voting over the Internet, by
phone or mail, your vote must be received by 11:59 p.m. Eastern Daylight
Time on May 2, 2017.
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Company
Proposals
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THE BOARD OF DIRECTORS RECOMMENDS
A VOTE "FOR" EACH OF THE NOMINEES LISTED IN ITEM NO.
1.
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1.
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Election of
Directors
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Nominees:
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1a.
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Shona L. Brown
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1b.
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George W. Buckley
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1c.
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Cesar Conde
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1d.
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Ian M. Cook
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1e.
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Dina Dublon
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1f.
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Rona A. Fairhead
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1g.
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Richard W. Fisher
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1h.
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William R. Johnson
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1i.
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Indra K. Nooyi
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1j.
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David C. Page
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1k.
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Robert C. Pohlad
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1l.
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Daniel Vasella
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1m.
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Darren Walker
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1n.
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Alberto Weisser
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THE BOARD OF DIRECTORS RECOMMENDS
A VOTE "FOR" ITEMS NO. 2 AND 3.
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2.
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Ratification of the appointment
of KPMG LLP as the Companys independent registered public accounting firm
for fiscal year 2017.
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3.
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Advisory approval of the
Companys executive compensation.
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THE BOARD OF DIRECTORS RECOMMENDS
A VOTE OF EVERY "ONE YEAR" ON ITEM NO. 4.
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4.
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Advisory vote on frequency of
future shareholder advisory approval of the Companys executive
compensation.
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Shareholder Proposals
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THE BOARD OF DIRECTORS RECOMMENDS
A VOTE "AGAINST" ITEMS NO. 5 AND 6.
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5.
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Report regarding pesticide
pollution.
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6.
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Implementation of Holy Land
Principles.
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NOTE:
Also includes authorization to vote upon such other business as may
properly come before the meeting or any adjournment or postponement
thereof.
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