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 3, 2023 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 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 3.200% Senior Notes Due 2029 PEP29 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 3.550% Senior Notes Due 2034 PEP34 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 2023 Annual Meeting of Shareholders on May 3, 2023. For more information on the following proposals, see PepsiCo’s proxy statement for the 2023 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on March 21, 2023. Below are the final voting results. (1) The following 15 persons were elected to serve as directors of PepsiCo: Nominee For Against Abstain Broker Non-Votes Segun Agbaje 1,005,178,935 12,334,137 2,634,817 172,969,325 Jennifer Bailey 1,013,605,781 4,200,722 2,341,386 172,969,325 Cesar Conde 995,535,275 21,945,852 2,666,762 172,969,325 Ian Cook 970,556,463 46,852,800 2,738,626 172,969,325 Edith W. Cooper 1,009,691,687 7,917,877 2,538,325 172,969,325 Susan M. Diamond 1,013,305,062 4,427,794 2,415,033 172,969,325 Dina Dublon 985,425,035 32,153,405 2,569,449 172,969,325 Michelle Gass 1,000,092,389 17,641,092 2,414,408 172,969,325 Ramon L. Laguarta 943,626,804 69,085,058 7,436,027 172,969,325 Dave J. Lewis 1,006,427,071 11,070,996 2,649,822 172,969,325 David C. Page, MD 1,003,283,751 14,249,896 2,614,242 172,969,325 Robert C. Pohlad 979,380,661 38,117,910 2,649,318 172,969,325 Daniel Vasella, MD 955,503,117 61,979,746 2,665,026 172,969,325 Darren Walker 1,000,905,148 16,593,233 2,649,508 172,969,325 Alberto Weisser 981,592,374 35,889,239 2,666,276 172,969,325 (2) The shareholders ratified the appointment of KPMG LLP as the independent registered public accounting firm for PepsiCo for fiscal year 2023: For 1,125,448,378 Against 65,112,424 Abstain 2,556,412 (3) The shareholders approved, on an advisory basis, PepsiCo’s executive compensation:  For 901,248,622 Against 110,102,370 Abstain 8,796,897 Broker Non-Votes 172,969,325 (4) The shareholders approved, on an advisory basis, the holding of an advisory vote on the compensation of PepsiCo’s named executive officers every year: One Year 994,856,204 Two Years 4,331,004 Three Years 17,603,165 Abstain 3,357,516 Broker Non-Votes 172,969,325 In light of the voting results on this advisory vote, and consistent with its recommendation to shareholders, PepsiCo’s Board of Directors has decided that PepsiCo will hold an advisory vote on the compensation of PepsiCo’s named executive officers every year. (5) The shareholder proposal regarding independent Board Chair was defeated: For 250,838,697 Against 746,982,272 Abstain 22,326,920 Broker Non-Votes 172,969,325 (6) The shareholder proposal regarding a global transparency report was defeated: For 185,034,699 Against 814,416,953 Abstain 20,696,237 Broker Non-Votes 172,969,325 (7) The shareholder proposal regarding a report on impacts of reproductive healthcare legislation was defeated: For 158,917,578 Against 830,627,354 Abstain 30,602,957 Broker Non-Votes 172,969,325 (8) The shareholder proposal regarding a congruency report on net-zero emissions policies was defeated: For 19,718,780 Against 977,228,788 Abstain 23,200,321 Broker Non-Votes 172,969,325 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 5, 2023 By: /s/ Cynthia A. Nastanski Name: Cynthia A. Nastanski Title: Senior Vice President, Corporate Law and Deputy Corporate Secretary