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 7, 2025 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 2.625% 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 2025 Annual Meeting of Shareholders on May 7, 2025. For more information on the following proposals, see PepsiCo’s proxy statement for the 2025 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on March 28, 2025. 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 997,084,816 6,133,424 3,366,147 175,136,261 Jennifer Bailey 998,902,880 4,515,713 3,165,794 175,136,261 Cesar Conde 942,521,900 60,710,229 3,352,258 175,136,261 Ian Cook 960,434,436 43,384,316 2,765,635 175,136,261 Edith W. Cooper 998,937,777 4,996,549 2,650,061 175,136,261 Susan M. Diamond 998,681,181 4,749,332 3,153,874 175,136,261 Dina Dublon 958,176,375 45,833,155 2,574,857 175,136,261 Michelle Gass 998,350,647 5,018,248 3,215,492 175,136,261 Ramon L. Laguarta 919,746,560 80,092,770 6,745,057 175,136,261 Dave J. Lewis 998,640,991 5,187,989 2,755,407 175,136,261 David C. Page, MD 984,600,756 15,804,729 6,178,902 175,136,261 Robert C. Pohlad 944,200,821 59,628,054 2,755,512 175,136,261 Daniel Vasella, MD 950,671,462 53,055,825 2,857,100 175,136,261 Darren Walker 981,718,608 20,245,677 4,620,102 175,136,261 Alberto Weisser 954,913,134 47,944,475 3,726,778 175,136,261 (2) The shareholders ratified the appointment of KPMG LLP as the independent registered public accounting firm for PepsiCo for fiscal year 2025: For 1,093,424,839 Against 85,680,360 Abstain 2,615,449 (3) The shareholders approved, on an advisory basis, PepsiCo’s executive compensation:  For 866,270,459 Against 131,062,509 Abstain 9,251,419 Broker Non-Votes 175,136,261 (4) The shareholders voted against a shareholder proposal regarding a third-party assessment on non-sugar sweetener risks: For 111,189,815 Against 875,831,227 Abstain 19,563,345 Broker Non-Votes 175,136,261 (5) The shareholders voted against a shareholder proposal regarding a third-party racial equity audit: For 176,085,051 Against 811,996,840 Abstain 18,502,496 Broker Non-Votes 175,136,261 (6) The shareholders voted against a shareholder proposal regarding a report on risks related to biodiversity and nature loss: For 174,760,012 Against 815,059,599 Abstain 16,764,776 Broker Non-Votes 175,136,261 (7) The shareholders voted against a shareholder proposal regarding sustainable packaging policies for plastics: For 154,283,732 Against 835,765,524 Abstain 16,535,131 Broker Non-Votes 175,136,261 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 9, 2025 By: /s/ Cynthia A. Nastanski Name: Cynthia A. Nastanski Title: Senior Vice President, Corporate Law and Deputy Corporate Secretary