PepsiCo (PEP) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 7, 2025, to be held virtually; shareholders can vote online, by phone, or by mail.

• Strategic focus on 'Winning with pep+'—a transformation agenda centered on sustainability, digital modernization, and human capital.

• Five-year net revenue growth of 37% to nearly $92 billion; international business now 40% of total net revenue.

• 53rd consecutive annualized dividend per share increase announced, effective June 2025.

Voting matters and shareholder proposals

• Shareholders to vote on: election of 15 directors, ratification of KPMG as auditor, advisory approval of executive compensation, and four shareholder proposals.

• Board recommends voting FOR all director nominees, auditor ratification, and executive compensation; AGAINST all shareholder proposals (third-party assessment on non-sugar sweetener risks, third-party racial equity audit, report on biodiversity/nature loss, and sustainable packaging policies for plastics).

Board of directors and corporate governance

• Board comprises 15 nominees, 14 of whom are independent; average tenure 8.9 years, average age 63.4.

• Diverse representation: 33% female, 40% racially/ethnically diverse, 60% are 65 or younger.

• Board succession planning, annual assessments, and director orientation/education are ongoing.

• Board leadership structure: combined Chairman/CEO role with strong independent Presiding Director.

• All four Board Committees (Audit, Compensation, Nominating and Corporate Governance, Sustainability and Public Policy) are fully independent.

• Shareholder rights include annual director elections, proxy access, majority-vote policy, and the ability for 20% of shareholders to call special meetings.