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): February 23, 2018
The Kraft Heinz Company
(Exact name of registrant as specified in its charter)
Commission File Number: 001-37482
(State or other jurisdiction of incorporation)
(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))
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Kraft Heinz Company (“Kraft Heinz”) announced today that Warren Buffett has informed Kraft Heinz that he has decided to retire from the Kraft Heinz Board of Directors (the “Board”) at Kraft Heinz’s 2018 Annual Meeting of Stockholders, which is the end of his current term. Mr. Buffett’s decision not to stand for re-election is not the result of any disagreement with management or the Board related to our operations, policies or practices.
Kraft Heinz also announced that the Board expects to nominate Alexandre Van Damme as a member of the Board for election at Kraft Heinz’s 2018 Annual Meeting.
A copy of the press release announcing Mr. Buffett’s retirement and Mr. Van Damme’s nomination is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) The following exhibit is filed with this Current Report on Form 8-K.
Press Release, dated February 23, 2018.
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
Date: February 23, 2018
/s/ Rashida La Lande
Rashida La Lande
Senior Vice President, Global General Counsel and Corporate Secretary
Michael Mullen (media)
Christopher Jakubik, CFA (investors)
Kraft Heinz Announces Retirement of Warren Buffett from
Board of Directors
Alexandre Van Damme Nominated to Stand for Election
PITTSBURGH & CHICAGO - Feb. 23, 2018 - The Kraft Heinz Company (NASDAQ: KHC) (“Kraft Heinz”) announced today that Warren Buffett, will retire from the Company’s Board of Directors following the end of his term at the upcoming Kraft Heinz 2018 Annual Meeting of Stockholders. Mr. Buffett decided to retire from the Board as he decreases his travel commitments. The Company also announced that the Board of Directors intends to nominate Alexandre Van Damme to stand for election at the 2018 Annual Meeting to fill Mr. Buffett’s vacancy.
“It has been an honor to work with Warren for the past five years,” said Alex Behring, Chairman of the Board of Directors. “His many invaluable contributions to Kraft Heinz will have a lasting impact on the Company for years to come. The Board of Directors looks forward to his continued partnership as Chairman of our largest shareholder, Berkshire Hathaway. We are thrilled to add Alexandre’s expertise
and perspective to Kraft Heinz, and believe that his executive experience and leadership will be extremely valuable to the Board, our leadership and company as a whole.”
Mr. Van Damme is, amongst others, a Board member of Anheuser-Busch Inbev and Restaurant Brands International as well as a director of DKMS, the largest bone marrow donor center in the world.
ABOUT THE KRAFT HEINZ COMPANY
The Kraft Heinz Company (NASDAQ: KHC) is the fifth-largest food and beverage company in the world. A globally trusted producer of delicious foods, The Kraft Heinz Company provides high quality, great taste and nutrition for all eating occasions whether at home, in restaurants, or on the go. The Company’s iconic brands include Kraft, Heinz, ABC, Capri Sun, Classico, Jell-O, Kool-Aid, Lunchables, Maxwell House, Ore-Ida, Oscar Mayer, Philadelphia, Planters, Plasmon, Quero, Smart Ones and Velveeta. The Kraft Heinz Company is dedicated to the sustainable health of our people, our planet and our Company. For more information, visit www.kraftheinzcompany.com.
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