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): March 8, 2021
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||Trading Symbol||Name of exchange on which registered|
|Common stock, $0.01 par value||KHC||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 5.02.||Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain |
|Officers; Compensatory Arrangements of Certain Officers.|
On March 8, 2021, George Zoghbi, a member of the Board of Directors (the “Board”) of The Kraft Heinz Company (the “Company”), informed the Company of his decision not to stand for re-election to the Board at the Company’s 2021 Annual Meeting of Stockholders (“2021 Annual Meeting”). Mr. Zoghbi will continue to serve through the remainder of his term. His decision not to stand for re-election is not the result of any disagreement with management or the Board related to the Company’s operations, policies, or practices. The Board is grateful for Mr. Zoghbi’s commitment and service to the Company and the Board. The Board has nominated Lori Dickerson Fouché and Miguel Patricio, the Company’s Chief Executive Officer, to be elected as directors at the 2021 Annual Meeting.
Ms. Fouché served as Senior Executive Vice President and Advisor to the Chief Executive Officer for Teachers Insurance and Annuity Association of America (“TIAA”), a financial services firm, from June 2020 to December 2020. Prior to that role, she served at TIAA as Senior Executive Vice President and Chief Executive Officer of TIAA Financial Solutions from August 2018 to June 2020. From 2013 to August 2018, Ms. Fouché held various roles at Prudential Financial, Inc. (“Prudential”), a financial services firm, including most recently as Group Head of Individual Solutions, responsible for Annuities, Individual Life Insurance, and Prudential Advisors from July 2017 to August 2018, President of Prudential Annuities from February 2015 to July 2017, and Chief Executive Officer of Prudential Group Insurance from February 2014 to February 2015. Prior to her roles at Prudential, she was President and Chief Executive Officer of Fireman’s Fund Insurance Company (“Fireman’s Fund”), held various other senior roles with Fireman’s Fund and Chubb & Son, Inc. (now Chubb Ltd.), an insurance company, and was a principal at The Parthenon Group LLC (now EY-Parthenon), a strategy consulting firm.
Mr. Patricio has been our Chief Executive Officer since June 2019. He previously served as Chief of Special Global Projects-Marketing at Anheuser-Busch InBev SA/NV (“AB InBev”) from January 2019 to June 2019, and, prior to that, as Chief Marketing Officer since 2012. Prior to his role as Chief Marketing Officer, Mr. Patricio served in various roles for AB InBev and its predecessor Companhia de Bebidas das Americas S.A. (“Ambev”) since joining Ambev in 1998, including as AB InBev’s Zone President Asia Pacific, Zone President North America, Vice President Marketing of North America, and Vice President Marketing. Mr. Patricio has also previously held several senior positions across the Americas at Philip Morris, The Coca-Cola Company, and Johnson & Johnson.
Ms. Fouché and Mr. Patricio are being nominated at the 2021 Annual Meeting along with Alexandre Behring, John T. Cahill, John C. Pope, Gregory E. Abel, João M. Castro-Neves, Timothy Kenesey, Elio Leoni Sceti, Susan Mulder, and Alexandre Van Damme, who will stand for re-election.
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: March 12, 2021||By:||/s/ Rashida La Lande|
|Rashida La Lande|
Senior Vice President, Global General Counsel
and Head of ESG and Government Affairs;
|Contacts:||Michael Mullen (media)||Christopher Jakubik, CFA (investors)|
Kraft Heinz Announces Nominations of Lori Dickerson Fouché and Miguel Patricio as New Board Members
George Zoghbi Will Not Seek Re-election
PITTSBURGH & CHICAGO – March 12, 2021 - The Kraft Heinz Company (NASDAQ: KHC) (“Kraft Heinz”) announced today that the Board of Directors has nominated Lori Dickerson Fouché and Kraft Heinz CEO Miguel Patricio to be elected as directors at the upcoming Kraft Heinz 2021 Annual Meeting of Stockholders. The Company also announced that George Zoghbi will not seek re-election at the 2021 Annual Meeting. Ms. Fouché has been nominated to fill Mr. Zoghbi’s vacancy and Mr. Patricio has been nominated to fill Jorge Paulo Lemann’s vacancy.
“The Board is delighted to nominate Lori Dickerson Fouché, the former Senior Executive Vice President and Chief Executive Officer of Financial Solutions at Teachers Insurance and Annuity Association of America,” said Alex Behring, Chairman of the Board of Directors. “Her well-regarded leadership at this Fortune 100 firm – where she most recently served as Senior Executive Vice President and Advisor to TIAA’s CEO – and extensive financial services experience will be especially valuable to the Board. We are also thrilled to nominate Miguel Patricio to the Board of Directors, which has full confidence in him, the robust global turnaround he is driving, and the enterprise strategy he has put in place at Kraft Heinz. Finally, I would like to thank George Zoghbi for his many valuable contributions to the Board over the past three years.”
Fouché, 51, has financial experience that ranges from banking to insurance to annuities and wealth management. She has earned a reputation as a strategic leader who knows what it takes operationally to drive revenue growth, increase profitability, and strengthen customer focus. Before joining TIAA, she held various executive roles at Prudential Financial, Inc., was President and CEO of Fireman’s Fund Insurance Company, held various other senior roles with Fireman’s Fund and Chubb & Son, Inc. (now Chubb Ltd.), an insurance company, and was a principal at The Parthenon Group LLC (now EY-Parthenon), a strategy consulting firm. She also served on the board of trustees of her alma mater, Princeton University, from 2015 to 2019. She has been named one of Fortune Magazine’s “Most Powerful Women,” one of the “Top 100 Insurance Industry Game Changers” by the Council of Insurance Agents and Brokers (CIAB), and one of the “Top 300 Black Business Executives and Top 50 Black Women” by Black Enterprise Magazine.
Patricio, 54, has served as CEO at Kraft Heinz since June 2019. He previously served as Chief Marketing Officer at Anheuser-Busch InBev. Prior to this role, Patricio served in various
executive capacities for AB InBev and its predecessor Companhia de Bebidas das Americas S.A., including as AB InBev’s Zone President Asia Pacific, Zone President North America, Vice President Marketing of North America, and Vice President Marketing.
ABOUT THE KRAFT HEINZ COMPANY
We are driving transformation at The Kraft Heinz Company (Nasdaq: KHC), inspired by our Purpose, Let’s Make Life Delicious. Consumers are at the center of everything we do. With 2020 net sales of approximately $26 billion, we are committed to growing our iconic and emerging food and beverage brands on a global scale. We leverage our scale and agility to unleash the full power of Kraft Heinz across a portfolio of six consumer-driven product platforms. As global citizens, we’re dedicated to making a sustainable, ethical impact while helping feed the world in healthy, responsible ways. Learn more about our journey by visiting www.kraftheinzcompany.com or following us on LinkedIn and Twitter.