Shareholder Vote

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549     FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2020 PepsiCo, Inc. (Exact name of registrant as specified in its charter)   North Carolina   1-1183   13-1584302 (State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.) 700 Anderson Hill Road , Purchase , New York 10577 (Address of principal executive offices) Registrant’s telephone number, including area code: ( 914 )  253-2000 N/A (Former name or former address, if changed since last report)   Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: Title of each class   Trading Symbols   Name of each exchange on which registered Common Stock, par value 1-2/3 cents per share   PEP   The Nasdaq Stock Market LLC 1.750% Senior Notes Due 2021   PEP21a   The Nasdaq Stock Market LLC 2.500% Senior Notes Due 2022   PEP22a   The Nasdaq Stock Market LLC 0.250% Senior Notes Due 2024   PEP24   The Nasdaq Stock Market LLC 2.625% Senior Notes Due 2026   PEP26   The Nasdaq Stock Market LLC 0.750% Senior Notes Due 2027   PEP27   The Nasdaq Stock Market LLC 0.875% Senior Notes Due 2028   PEP28   The Nasdaq Stock Market LLC 0.500% Senior Notes Due 2028   PEP28a   The Nasdaq Stock Market LLC 1.125% Senior Notes Due 2031   PEP31   The Nasdaq Stock Market LLC 0.875% Senior Notes Due 2039   PEP39   The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ Item 5.07. Submission of Matters to a Vote of Security Holders.  PepsiCo, Inc. (“PepsiCo”) held its 2020 Annual Meeting of Shareholders on May 6, 2020. For more information on the following proposals, see PepsiCo’s proxy statement for the 2020 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on March 20, 2020. Below are the final voting results. (1) The following 12 persons were elected to serve as directors of PepsiCo: Nominee   For   Against   Abstain   Broker Non-Votes Shona L. Brown   983,078,508   24,592,352   2,900,892   187,398,872 Cesar Conde   1,002,550,290   4,886,355   3,135,107   187,398,872 Ian Cook   981,419,591   26,062,323   3,089,838   187,398,872 Dina Dublon   975,566,287   32,059,807   2,945,658   187,398,872 Richard W. Fisher   1,002,060,582   5,428,692   3,082,478   187,398,872 Michelle Gass   1,004,255,427   3,457,200   2,859,125   187,398,872 Ramon L. Laguarta   944,683,059   56,941,183   8,947,510   187,398,872 David C. Page, MD   1,001,158,867   6,354,793   3,058,092   187,398,872 Robert C. Pohlad   1,000,507,545   6,923,923   3,140,284   187,398,872 Daniel Vasella, MD   938,092,335   61,150,544   11,328,873   187,398,872 Darren Walker   1,000,258,971   7,188,285   3,124,496   187,398,872 Alberto Weisser   1,001,831,669   5,647,243   3,092,840   187,398,872 (2) The shareholders ratified the appointment of KPMG LLP as the independent registered public accounting firm for PepsiCo for fiscal year 2020: For 1,142,908,888 Against 51,940,724 Abstain 3,121,012 (3) The shareholders approved, on an advisory basis, PepsiCo’s executive compensation:  For 928,695,421 Against 67,843,538 Abstain 14,032,793 Broker Non-Votes 187,398,872 (4) The shareholder proposal to reduce the ownership threshold to call special shareholder meetings was defeated: For 450,112,915 Against 553,921,470 Abstain 6,537,367 Broker Non-Votes 187,398,872 (5) The shareholder proposal regarding a report on sugar and public health was defeated: For 109,871,722 Against 876,683,132 Abstain 24,016,898 Broker Non-Votes 187,398,872 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.     PEPSICO, INC.       Date: May 8, 2020 By: /s/ Cynthia A. Nastanski   Name: Cynthia A. Nastanski   Title: Senior Vice President, Corporate Law and Deputy Corporate Secretary