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 4, 2022 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 0.750% Senior Notes Due 2033 PEP33 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 2022 Annual Meeting of Shareholders on May 4, 2022. For more information on the following proposals, see PepsiCo’s proxy statement for the 2022 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on March 24, 2022. Below are the final voting results. (1) The following 14 persons were elected to serve as directors of PepsiCo: Nominee For Against Abstain Broker Non-Votes Segun Agbaje 1,009,461,408 8,079,779 3,213,210 178,800,954 Shona L. Brown 978,758,412 39,171,876 2,824,109 178,800,954 Cesar Conde 979,761,770 35,913,834 5,078,793 178,800,954 Ian Cook 961,119,349 54,221,593 5,413,455 178,800,954 Edith W. Cooper 1,003,782,465 13,955,393 3,016,539 178,800,954 Dina Dublon 982,945,604 34,944,817 2,863,976 178,800,954 Michelle Gass 1,004,416,397 13,412,893 2,925,107 178,800,954 Ramon L. Laguarta 946,763,937 66,344,549 7,645,911 178,800,954 Dave Lewis 1,010,332,733 7,238,039 3,183,625 178,800,954 David C. Page, MD 1,008,248,651 9,390,745 3,115,001 178,800,954 Robert C. Pohlad 942,070,481 67,159,761 11,524,155 178,800,954 Daniel Vasella, MD 949,659,863 65,919,241 5,175,293 178,800,954 Darren Walker 984,252,768 31,221,824 5,279,805 178,800,954 Alberto Weisser 999,111,631 18,497,757 3,145,009 178,800,954 (2) The shareholders ratified the appointment of KPMG LLP as the independent registered public accounting firm for PepsiCo for fiscal year 2022: For 1,123,567,997 Against 72,776,468 Abstain 3,210,886 (3) The shareholders approved, on an advisory basis, PepsiCo’s executive compensation:  For 934,142,965 Against 75,564,044 Abstain 11,047,388 Broker Non-Votes 178,800,954 (4) The shareholder proposal regarding independent Board Chairman was defeated: For 314,764,311 Against 696,670,113 Abstain 9,319,973 Broker Non-Votes 178,800,954 (5) The shareholder proposal regarding a report on global public policy and political influence outside of the United States was defeated: For 177,902,565 Against 831,410,932 Abstain 11,440,900 Broker Non-Votes 178,800,954 (6) The shareholder proposal regarding a report on public health costs was defeated: For 137,474,789 Against 863,272,229 Abstain 20,007,379 Broker Non-Votes 178,800,954 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 6, 2022 By: /s/ Cynthia A. Nastanski Name: Cynthia A. Nastanski Title: Senior Vice President, Corporate Law and Deputy Corporate Secretary