SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 7, 2020
The Kraft Heinz Company
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
One PPG Place, Pittsburgh, Pennsylvania 15222
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
(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 Act:
Title of each class
Name of exchange on which registered
Common stock, $0.01 par value
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 (§230.405 of this chapter) or Rule 12b-2 of the Exchange Act (§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.
On May 7, 2020, we held our 2020 virtual annual meeting of stockholders (the “2020 Annual Meeting”). A total of 1,056,997,987 shares, or 86.51% of our outstanding shares of common stock, were represented at the 2020 Annual Meeting. The stockholders elected all eleven of the director nominees; approved our named executive officers’ compensation; approved The Kraft Heinz Company 2020 Omnibus Incentive Plan; and ratified the selection of PricewaterhouseCoopers LLP as our independent auditors for 2020. For the stockholder proposal related to a simple majority vote, neither the proponent of this proposal nor a representative was in attendance to properly present the proposal at the 2020 Annual Meeting as required by SEC Rule 14a-8. Accordingly, no vote was taken on this proposal. The final voting results for the matters properly submitted to a stockholder vote at the 2020 Annual Meeting are set forth below:
Item 1. Election of Directors.
Gregory E. Abel
John T. Cahill
Joao M. Castro-Neves
Jorge Paulo Lemann
Susan R. Mulder
John C. Pope
Elio Leoni Sceti
Alexandre Van Damme
Item 2. Advisory vote to approve executive compensation.
Item 3. Approval of The Kraft Heinz Company 2020 Omnibus Incentive Plan.
Item 4. Ratification of the selection of PricewaterhouseCoopers LLP as Kraft Heinz’s independent auditors for 2020.
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.
The Kraft Heinz Company
May 11, 2020
/s/ Rashida La Lande
Rashida La Lande
Senior Vice President, Global General Counsel and Head of CSR and Government Affairs; Corporate Secretary