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 5, 2021 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 and Zip Code) 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 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 0.400% Senior Notes Due 2032 PEP32 The Nasdaq Stock Market LLC 0.875% Senior Notes Due 2039 PEP39 The Nasdaq Stock Market LLC 1.050% Senior Notes Due 2050 PEP50 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 2021 Annual Meeting of Shareholders on May 5, 2021. For more information on the following proposals, see PepsiCo’s proxy statement for the 2021 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on March 24, 2021. Below are the final voting results. (1) The following 13 persons were elected to serve as directors of PepsiCo: Nominee For Against Abstain Broker Non-Votes Segun Agbaje 994,484,834 6,894,111 2,898,599 181,035,574 Shona L. Brown 962,283,049 39,519,418 2,475,077 181,035,574 Cesar Conde 991,537,673 9,972,721 2,767,150 181,035,574 Ian Cook 953,912,965 47,105,638 3,258,941 181,035,574 Dina Dublon 953,958,761 47,464,074 2,854,709 181,035,574 Michelle Gass 996,939,574 4,756,602 2,581,368 181,035,574 Ramon L. Laguarta 918,116,237 78,044,946 8,116,361 181,035,574 Dave Lewis 995,383,007 6,058,832 2,835,705 181,035,574 David C. Page, MD 991,996,905 9,642,445 2,638,194 181,035,574 Robert C. Pohlad 986,128,233 15,518,854 2,630,457 181,035,574 Daniel Vasella, MD 906,137,860 88,576,427 9,563,257 181,035,574 Darren Walker 985,472,756 16,046,376 2,758,412 181,035,574 Alberto Weisser 987,632,110 13,652,332 2,993,102 181,035,574 (2) The shareholders ratified the appointment of KPMG LLP as the independent registered public accounting firm for PepsiCo for fiscal year 2021: For 1,114,055,256 Against 68,896,747 Abstain 2,361,115 (3) The shareholders approved, on an advisory basis, PepsiCo’s executive compensation:  For 911,663,062 Against 81,493,937 Abstain 11,120,545 Broker Non-Votes 181,035,574 (4) The shareholder proposal regarding the special shareholder meeting vote threshold was defeated: For 439,222,002 Against 558,572,105 Abstain 6,483,437 Broker Non-Votes 181,035,574 (5) The shareholder proposal regarding a report on sugar and public health was defeated: For 132,154,422 Against 839,641,010 Abstain 32,482,112 Broker Non-Votes 181,035,574 (6) The shareholder proposal regarding a report on external public health costs was defeated: For 118,560,357 Against 854,316,564 Abstain 31,400,623 Broker Non-Votes 181,035,574 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 7, 2021 By: /s/ Cynthia A. Nastanski Name: Cynthia A. Nastanski Title: Senior Vice President, Corporate Law and Deputy Corporate Secretary