UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.    )

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Soliciting Material Pursuant to §240.14a-12

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The Kraft Heinz Company

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​		​	​	When	​
​	Thursday, May 6, 2021 11:00 a.m. Eastern Time				​
​		​	​	Where	​
​	Live webcast at www.virtualshareholdermeeting.com/KHC2021				​
​		​	​	Record Date​	​
​	Stockholders of record as of the close of business on March 8, 2021 are entitled to receive notice of, and to attend and vote at, the 2021 Annual Meeting of Stockholders of The Kraft Heinz Company (the “Annual Meeting”).				​
​		​	​	How to Access the Meeting​	​
​	To access the live webcast Annual Meeting, visit www.virtualshareholdermeeting.com/KHC2021. To participate in the Annual Meeting, vote your shares electronically, and submit questions, you will need: • registered holder: the 16-digit control number included on your Notice or proxy card ​ • beneficial holder whose Notice or voting instruction form indicates that you may vote your shares at www.proxyvote.com: the 16-digit control number indicated on your Notice or instruction form ​ • other beneficial holder: contact your bank, broker, or other nominee (ideally no less than five days before the Annual Meeting) to obtain a legal proxy ​ For additional information, see Question 17 on page 75.				​
​		​	​	Date of Distribution​	​
​	We mailed our Notice of Internet Availability of our proxy materials as well as our Proxy Statement, our Annual Report to Stockholders for the year ended December 26, 2020 (the “2020 Annual Report”), as applicable, and the proxy card on or about March 26, 2021.				​

​	​		​	​	Items of Business	​	​
​	​	1 To elect 11 director nominees named in the Proxy Statement to one-year terms expiring in 2022 ​				​	​
​	​	2 To approve The Kraft Heinz Company’s executive compensation ​				​	​
​	​	3 To ratify the selection of PricewaterhouseCoopers LLP as our independent auditors for 2021 ​				​	​
​	​	4 To transact any other business properly presented at the Annual Meeting ​				​	​

​	​	How to Vote							​	​
​	​	Your vote is important. Even if you plan to attend the live webcast of the Annual Meeting, we encourage you to vote as soon as possible using one of the following methods. Make sure to have your Notice of Internet Availability of Proxy Materials (“Notice”), proxy card, or voting instruction form available, and follow the instructions.							​	​
​	​		​	​		​	​		​	​
​	​	By Internet	​	​	By Telephone	​	​	By Mail	​	​
​	​	Visit the website listed on your proxy card, Notice, or voting instruction form.	​	​	Call the telephone number listed on your proxy card, Notice, or voting instruction form.	​	​	Complete, sign, date, and return your proxy card in the envelope enclosed with the physical copies of your proxy materials.	​	​
​	​	For additional information, see Question 4 on page 71.							​	​

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By Order of the Board of Directors, Rashida La Lande Senior Vice President, Global General Counsel, and Head of ESG and Government Affairs; Corporate Secretary Chicago, Illinois March 26, 2021

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​	1	​	​	Proxy Statement Summary	​
​	1	​	​	About The Kraft Heinz Company	​
​	3	​	​	2020 Performance Highlights	​
​	4	​	​	2021 Annual Meeting	​
​	5	​	​	Board of Directors	​
​	7	​	​	Corporate Governance Strengths	​
​	7	​	​	Executive Compensation Highlights	​
​	9	​	​	Auditors	​
​	10	​	​	Proposal 1 – Election of Directors	​
​	10	​	​	Director Qualifications	​
​	12	​	​	Director Nominees	​
​	16	​	​	Corporate Governance and Board Matters	​
​	16	​	​	Corporate Governance Guidelines	​
​	16	​	​	Codes of Conduct	​
​	17	​	​	Corporate Governance Materials Available on Our Website	​
​	18	​	​	Key Corporate Governance Practices	​
​	19	​	​	Board Leadership Structure	​
​	20	​	​	Annual Board and Committee Evaluations	​
​	20	​	​	Independence	​
​	20	​	​	Director Service on Other Public Company Boards	​
​	21	​	​	Related Person Transactions	​
​	22	​	​	Anti-Hedging and Anti-Pledging Policies	​
​	23	​	​	Oversight of Risk Management	​
​	24	​	​	Responding in Times of Crisis	​
​	25	​	​	Environmental Social Governance	​
​	28	​	​	Investor Engagement	​
​	30	​	​	Communications with the Board	​
​	31	​	​	Board Committees and Membership	​
​	31	​	​	Meeting Attendance	​
​	31	​	​	Committee Structure and Membership	​
​	32	​	​	Audit Committee	​
​	33	​	​	Compensation Committee	​
​	35	​	​	Governance Committee	​
​	36	​	​	Operations and Strategy Committee	​
​	37	​	​	Director Compensation	​
​	37	​	​	Director Compensation Program	​
​	37	​	​	Stock Ownership Guidelines	​
​	38	​	​	2020 Director Compensation Table	​
​	39	​	​	Beneficial Ownership of Kraft Heinz Stock	​
​	39	​	​	Directors and Officers	​
​	40	​	​	Principal Stockholders	​
​	40	​	​	Delinquent Section 16(a) Reports	​

​	41	​	​	Proposal 2 – Advisory Vote to Approve Executive Compensation	​
​	42	​	​	Compensation Discussion and Analysis	​
​	42	​	​	Compensation Discussion and Analysis Contents	​
​	42	​	​	2020 Highlights	​
​	44	​	​	Compensation Structure and Goals	​
​	46	​	​	Key Compensation Changes For 2021	​
​	46	​	​	CEO Compensation	​
​	47	​	​	Elements of Executive Officer Compensation Program	​
​	55	​	​	Benefits and Perquisites	​
​	55	​	​	Stock Ownership Guidelines	​
​	56	​	​	Clawback, Anti-Hedging, and Anti-Pledging Policies	​
​	56	​	​	Impact of Tax and Accounting Policies	​
​	57	​	​	Compensation Committee Report	​
​	58	​	​	Executive Compensation Tables	​
​	58	​	​	Summary Compensation Table	​
​	59	​	​	Grants of Plan-Based Awards	​
​	60	​	​	Outstanding Equity Awards at Fiscal Year End	​
​	62	​	​	Option Exercises and Stock Vested	​
​	62	​	​	Pension Benefits	​
​	62	​	​	Nonqualified Deferred Compensation	​
​	63	​	​	Potential Payments Upon Termination or Change in Control	​
​	65	​	​	Pay Ratio Disclosure	​
​	65	​	​	Methodology	​
​	66	​	​	Proposal 3 – Ratification of the Selection of Independent Auditors	​
​	67	​	​	Selection of Independent Auditors	​
​	67	​	​	Independent Auditors’ Fees and Services	​
​	67	​	​	Pre-Approval Policy	​
​	68	​	​	Audit Committee Report for the Fiscal Year Ended December 26, 2020	​
​	70	​	​	Other Information	​
​	70	​	​	Information Regarding the Annual Meeting	​
​	77	​	​	Stockholder Proposals	​
​	78	​	​	Other Matters	​

​		​	​	Proxy Statement Summary							​
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​		​	​	​		​
​	We had approximately 38,000 employees globally, as of December 26, 2020 ​	​	​	​	We were named to Forbes’ World’s Best Employers 2020 list ​ We achieved a perfect score on the Corporate Equality Index, which rates corporate policies and practices for LGBTQ inclusion ​	​

​	Environmental Stewardship	​	​	​	Responsible Sourcing	​	​	​	Healthy Living and Community Support	​
​	Reduce our operational environmental footprint through water conservation, energy use, and waste reduction across our manufacturing facilities ​ Incorporate sustainable packaging into our products—we aim to make 100% recyclable, reusable, or compostable packaging by 2025 ​ Expand our solar footprint globally, including procuring a majority of electricity for our operations from renewable sources by 2025 ​	​	​	​	Promote responsible sourcing with a focus on areas such as human rights, deforestation, animal welfare, and sustainable agriculture ​ Purchase 100% cage-free eggs globally by 2025, building on our achievement of 100% free-range eggs purchased in Europe by 2020 ​ Procure 100% sustainable and traceable palm oil to the mill by 2022, building on our achievement of 100% certified sustainable palm oil sourced from direct suppliers ​	​	​	​	Identify and meet nutrient targets, with a focus on limiting sugar, sodium, artificial flavors, colors, preservatives, saturated fat, and calories while offering alternative ingredient choices ​ Expand global nutrition guidelines focused on improving health and wellness attributes ​ Further our philanthropic mission to fight global hunger, including through the Kraft Heinz Micronutrient Campaign and our commitment to provide 1.5 billion meals to those in need by 2025 ​	​

​	SUPPORT OUR SUSTAINABILITY EFFORTS — CHOOSE ELECTRONIC DELIVERY​ We encourage our stockholders to elect to receive future proxy materials electronically by e-mail to support our sustainability efforts. To enroll, use one of the methods at right, and make sure to have your Notice, proxy card, or voting instruction form available.	​	​	Registered Holders​							​
			​		​	​	By Internet	​	​	www.proxyvote.com	​
			​		​	​	By Phone​	​	​	1-800-579-1639	​
			​		​	​	By Email​	​	​	sendmaterial@proxyvote.com Send a blank e-mail with your control number in the subject line.	​
			​	Beneficial Holders​							​
			​	Contact your bank, broker, or other nominee.							​

	​	​	When	​	​		​	​	Voting	​
11:00 a.m. Eastern Time on Thursday, May 6, 2021				​	​	Stockholders as of the Record Date are entitled to one vote per share on each matter to be voted upon at the 2021 Annual Meeting of Stockholders (the “Annual Meeting”)				​
	​	​	Where	​	​		​	​	Access	​
Live webcast at www.virtualshareholdermeeting.com/KHC2021				​	​	To access the live webcast Annual Meeting, visit www.virtualshareholdermeeting.com/KHC2021. To participate in the Annual Meeting, vote your shares electronically, and submit questions, you will need the control number included on your Notice of Internet Availability of Proxy Materials (“Notice”), proxy card, or the instructions that accompanied your proxy materials, or otherwise provided by your bank, broker, or other nominee. For additional information, see Question 17 on page 75.				​
	​	​	Record Date	​
March 8, 2021 (the “Record Date”)				​

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Proposal

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Board Recommendation

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More Information

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1

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Election of Directors

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FOR all nominees

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Page 10

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2

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Advisory Vote to Approve Executive Compensation

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FOR

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Page 41

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3

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Ratification of the Selection of PricewaterhouseCoopers LLP as Our Independent Auditors for 2021

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FOR

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Page 66

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​	Internet	​	​	Telephone	​	​	Mail	​
​	Visit the website listed on your proxy card, Notice, or voting instruction form.	​	​	Call the telephone number listed on your proxy card, Notice, or voting instruction form.	​	​	Complete, sign, date, and return your proxy card in the envelope enclosed with the physical copy of your proxy materials.	​

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Name and Current Position

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Age

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Director Since

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Other Current Public Company Boards

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Independent

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Kraft Heinz Committee Membership

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Audit

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Compensation

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Governance

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Ops & Strategy

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Alexandre Behring Chairman Founding Partner, Managing Partner, and Board Member, 3G Capital

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54

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2015

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1

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John T. Cahill Vice Chairman Former Chairman and Chief Executive Officer, Kraft Foods Group, Inc.

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63

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2015

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2

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John C. Pope Lead Director Chairman, PFI Group, LLC

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71

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2015

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3

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Gregory E. Abel Vice Chairman, Non-Insurance Business Operations and Director, Berkshire Hathaway Inc.

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58

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2015

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1

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João M. Castro-Neves Partner, 3G Capital

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53

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2019

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1

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Lori Dickerson Fouché Former Senior Executive Vice President and Chief Executive Officer of TIAA Financial Solutions, TIAA

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Nominee

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None

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Timothy Kenesey President and Chief Executive Officer, MedPro Group, Inc.

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53

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2020

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None

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Elio Leoni Sceti Co-Founder, Chief Crafter, and Chairman, The Craftory

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55

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2020

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2

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Susan Mulder Chief Executive Officer, Nic & Zoe Co.

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50

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2020

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1

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Miguel Patricio Chief Executive Officer, Kraft Heinz

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54

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Nominee

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None

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Alexandre Van Damme Former Executive Officer, Anheuser-Busch InBev

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59

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2018

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1

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​	Independence	​	​	9 of 11 independent director nominees ​ Independent Board Chairman ​ Independent Lead Director ​ Regular executive sessions of independent directors ​ Three fully independent Board committees: Audit, Compensation, and Nominating and Corporate Governance ​	​
​	Accountability	​	​	Annual election of directors ​ Simple majority voting standard in uncontested elections ​ One class of voting stock ​ Special meetings of the Board can be called by the Chief Executive Officer, Chairman, Vice Chairman, majority of directors, or Chair of any Committee with the support of at least two other directors ​	​
​	Evaluation and Effectiveness	​	​	Annual Board and Committee self-evaluations ​	​
​	Refreshment and Diversity	​	​	36% of director nominees identify as racially or ethnically diverse and 18% identify as gender diverse ​ Average age of director nominees is 56 years ​ Balance of new and experienced directors, with 3 new directors added in 2020, 2 new director nominees for election at the Annual Meeting, and average tenure of 2.7 years for director nominees ​	​
​	Engagement	​	​	Our current directors attended an average of 99% of Board and Committee meetings in 2020 ​ Overboarding policy helps ensure Board members can devote sufficient time to Kraft Heinz ​	​
​	Alignment with Stockholder Interests	​	​	Executive officer and independent director stock ownership requirements ​ Double-trigger cash severance ​ Proactive year-round engagement with stockholders ​ No poison pill ​	​
​	Compensation Policies	​	​	Clawback policy ​ Anti-hedging policy ​	​
​	Stockholder Rights	​	​	Annual say-on-pay advisory votes ​ Call a special meeting at a 20% threshold ​ Act by written consent ​	​

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What We Do

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What We Do NOT Do

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Link what we pay our NEOs to our short- and long-term performance ​ Base pay increases on merit ​ Maintain stock ownership requirements to align executives’ interests with those of stockholders Maintain a clawback policy covering both cash and equity ​ Use double-trigger change in control provisions ​ Compensation Committee comprised of 100% independent directors Engage an outside consultant for risk assessment of our executive and broad-based annual compensation programs ​ Proactively engage with stockholders year-round regarding executive compensation ​

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No excessive risk taking that would threaten the reputation or sustainability of Kraft Heinz ​ No excise tax gross-ups ​ No guaranteed salary increases or bonuses No single-trigger change in control provisions No short-selling Kraft Heinz securities, transacting in puts, calls, or other derivatives on Kraft Heinz securities or hedging transactions on Kraft Heinz securities without prior approval from the Corporate Secretary No holding Kraft Heinz securities in a margin account or pledging Kraft Heinz securities as collateral for a loan without advance written notice to the Corporate Secretary ​

​

​	Key Theme of Stockholder Feedback	​	​	→ Action Taken	​
​	Equity Mix Increased representation of performance shares	​	​	• Increased percentage of Performance Share Units (“PSUs”) for annual and merit/​retention awards ​ o Annual Awards Changed from 100% Restricted Stock Units (“RSUs”) to 40% PSUs, 40% RSUs, and 20% stock options ​ o Merit/Retention Awards Changed from 50% PSUs and 50% RSUs to 60% PSUs and 40% RSUs ​	​
​	Vesting Three-year vesting period	​	​	• Lengthened vesting periods for all equity awards ​ o Annual Awards Changed from 50% vesting on second anniversary and 50% on third anniversary to 100% on third anniversary ​ o Merit/Retention Awards Changed from 50% vesting on second anniversary, 25% on third anniversary, and 25% on fourth anniversary to 75% on third anniversary and 25% on fourth anniversary ​	​
​	PSU Metrics Use/inclusion of relative total stockholder return (“TSR”)	​	​	• Added TSR element for annual and merit/retention awards ​ o Annual Awards PSUs added in the annual award mix, with three-year relative TSR ​ o Merit/Retention Awards Changed performance metric to three-year relative TSR ​	​
​	PSU Performance Period Three-year performance period	​	​	• Added three-year performance period for annual and merit/retention awards ​ o Annual Awards PSUs added in the annual award mix, with three-year performance period ​ o Merit/Retention Awards Changed from two-year to three-year performance period ​	​

At the recommendation of the Nominating and Corporate Governance Committee (the “Governance Committee”), the Board has nominated the following 11 directors for election at the Annual Meeting. If elected, the directors will serve for a one-year term expiring at the 2022 Annual Meeting of Stockholders or until their successors have been duly elected and qualified or until their earlier death, resignation, disqualification, or removal. Nine of the director nominees are current directors, elected by Kraft Heinz stockholders at our 2020 Annual Meeting of Stockholders. The Board is also nominating two new director nominees for election at the Annual Meeting: Lori Dickerson Fouché and Miguel Patricio, our Chief Executive Officer. Jorge Paulo Lemann and George Zoghbi are not standing for re-election at the Annual Meeting, and as a result, will step down from the Board effective upon the election of directors at the Annual Meeting.

Each of the director nominees included in this Proxy Statement has consented to being named as a nominee and has accepted the nomination and agreed to serve as a director if elected by our stockholders. The Board believes that each nominee will be able and willing to serve if elected as a director. However, if any nominee becomes unable or unwilling to serve between the date of this Proxy Statement and the Annual Meeting, the Board may designate a new nominee, and the persons named as proxy holders may vote for the substitute nominee. Alternatively, the Board may reduce the size of the Board.

Director Qualifications

The Governance Committee works with the Board to determine the appropriate mix of characteristics, skills, and experience for the Board as a whole and for individual directors, including to help meet specific Board needs. The Governance Committee takes into account many factors with the objective of recruiting and recommending a slate of directors that can best perpetuate Kraft Heinz’s success and represent stockholder interests through the exercise of sound judgment, using its diversity of experience. These factors include:

10 | ir.kraftheinzcompany.com

Proposal 1 – Election of Directors​

The Board has carefully considered whether the slate of director nominees, individually and as a whole, fulfills these objectives for Board composition. All the director nominees satisfy the criteria set forth in our Corporate Governance Guidelines. The director nominees collectively have the key skills, expertise, and experience set forth in the matrix below.

Additionally, the director nominee biographies that follow summarize the key experience and expertise each director nominee brings to the Kraft Heinz Board. The Board believes the director nominees are highly qualified and collectively have a mix of skills and qualifications to provide leadership, counsel, and oversight to the Company and management to advance our strategy and growth and deliver long-term value to our stockholders.

For additional information regarding certain voting arrangements with respect to certain director nominees affiliated with Berkshire Hathaway Inc. (“Berkshire Hathaway”) and 3G Global Food Holdings, LP (“3G Global Food Holdings” and, together with its affiliates, “3G Capital”), see below under Corporate Governance and Board Matters—Related Person Transactions—Shareholders’ Agreement beginning on page 21.

The Kraft Heinz Company 2021 Proxy Statement | 11

Proposal 1 – Election of Directors

Director Nominees

12 | ir.kraftheinzcompany.com

Proposal 1 – Election of Directors​

The Kraft Heinz Company 2021 Proxy Statement | 13

Proposal 1 – Election of Directors

14 | ir.kraftheinzcompany.com

Proposal 1 – Election of Directors​

Recommendation

The Kraft Heinz Company 2021 Proxy Statement | 15

The Board is responsible for fostering our long-term success consistent with its responsibility to Kraft Heinz and our stockholders. The Board believes that strong corporate governance is essential to our success and the Board’s fulfillment of its responsibilities of oversight and guidance. We have adopted a number of corporate governance practices to promote and enhance the Board’s independent leadership, accountability, and oversight.

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines (the “Corporate Governance Guidelines”) that articulate our governance philosophy, practices, and key policies, including:

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the Board’s role, responsibilities, and structure

​

•

the establishment and responsibilities of the Committees of the Board

​

•

executive and director performance evaluations

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•

succession planning

​

•

environmental, social, and governance

​

The Governance Committee reviews the Corporate Governance Guidelines annually and recommends any changes to the Board.

Codes of Conduct

Code of Business Conduct and Ethics for Non-Employee Directors

We have a Code of Business Conduct and Ethics for Non-Employee Directors (the “Director Code of Conduct”) that is designed to deter wrongdoing and to promote:

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honest and ethical conduct

​

•

due care, diligence, and loyalty

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•

confidentiality of our proprietary information

​

•

compliance with applicable laws, rules, and regulations, including insider trading compliance

​

•

accountability for adherence to the Director Code of Conduct

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•

prompt internal reporting of violations

​

Annually, each non-employee director acknowledges in writing that he or she received, reviewed, and understands the Director Code of Conduct. Our Director Code of Conduct is available on our website as provided under Corporate Governance Materials Available on Our Website on page 17. We will also disclose amendments to, and waivers granted to directors in accordance with, our Director Code of Conduct, as required, on our website.

16 | ir.kraftheinzcompany.com

Corporate Governance and Board Matters​

Employee Code of Conduct

We have an Employee Code of Conduct (the “Employee Code of Conduct”) that reflects our values and:

•

includes employee policies regarding ethical and legal practices relevant to our business

​

•

contains important rules our employees must follow when conducting business to promote compliance and integrity

​

•

encourages reporting of wrongdoing by offering anonymous reporting options and a non-retaliation policy

​

•

is part of our global compliance and integrity program that provides support and training throughout Kraft Heinz

​

Our Employee Code of Conduct is available on our website as provided under Corporate Governance Materials Available on Our Website below. We will also disclose amendments to, and waivers granted to executive officers in accordance with, our Employee Code of Conduct, as required, on our website.

Corporate Governance Materials Available on Our Website

The following policies and Committee charters can be found on our website:

•

Corporate Governance Guidelines

​

•

Committee Charters

​

•

Director Code of Conduct

​

•

Employee Code of Conduct

​

To view these documents, visit ir.kraftheinzcompany.com and click on “Corporate Governance” tab.

The information on our website is not, and will not be deemed to be, a part of this Proxy Statement or incorporated by reference into any of our other filings with the Securities and Exchange Commission (the “SEC”).

The Kraft Heinz Company 2021 Proxy Statement | 17

Corporate Governance and Board Matters

Key Corporate Governance Practices

18 | ir.kraftheinzcompany.com

Corporate Governance and Board Matters​

Board Leadership Structure

The Board’s current leadership structure consists of a Chairman, Vice Chairman, and Lead Director.

The Board periodically evaluates our leadership structure based upon our best interests and particular circumstances at the time. The Board believes that its decision on leadership structure should be based on the particular composition of the Board, including the tenure and skill sets of the individual directors and the Board as a whole, and the needs and opportunities of Kraft Heinz over time. When determining the leadership structure that will allow the Board to effectively carry out its responsibilities and best represent our stockholders’ interests, the Board considers various factors, including our specific business and long-term strategic needs, our operating and financial performance, industry conditions, the economic and regulatory environment, Board annual self-evaluations, advantages and disadvantages of alternative leadership structures, and our corporate governance practices generally.

Effective January 2021, as part of its periodic evaluation of our leadership structure, the Board appointed Mr. Pope as independent Lead Director to help ensure continued robust independent leadership of the Board. The independent Lead Director provides an important point of contact for principal stockholders to raise issues and concerns, as well as an alternative communication channel for Board members. In nominating Mr. Pope as our independent Lead Director, the Board considered his deep understanding of our business and industry.

The Board believes the current leadership structure provides an appropriate and effective balance between deep Company and industry knowledge and strong independent oversight and serves the best interests of all our stockholders.

The Board has not adopted a formal policy regarding the need to separate or combine the offices of Chairman of the Board and Chief Executive Officer. From time to time, the Board may determine that it is appropriate to nominate members of management to the Board, including the Chief Executive Officer. Our current Chief Executive Officer is being nominated for election as a director at the Annual Meeting.

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Corporate Governance and Board Matters

Annual Board and Committee Evaluations

The Board believes director evaluations are a critical component of its effectiveness and continuous improvement and an essential practice of good corporate governance. The Board conducts an evaluation of its performance and effectiveness, as well as that of its four standing Committees, on an annual basis. The purpose of the evaluations is to identify ways to enhance the overall effectiveness of the Board and its Committees and to track progress. The Governance Committee is responsible for developing, recommending to the Board, and overseeing the annual self-evaluation process of the Board and each of its Committees. Each director completes an individual written assessment for the Board and each Committee on which he or she serves. The results are summarized and reported, along with any of the Governance Committee’s related recommendations, to the Board.

Independence

The Corporate Governance Guidelines require that a majority of our directors meet the independence requirements of the Nasdaq listing standards. For a director to be considered independent, the Board must affirmatively determine, after reviewing all relevant information, that a director has no direct or indirect material relationship with Kraft Heinz that would interfere with his or her exercise of independent judgment in carrying out his or her responsibilities as a director. The Board determined that, under the Nasdaq listing standards, the following director nominees are independent:

Jorge Paulo Lemann, who is not standing for re-election at the Annual Meeting; Tracy Britt Cool, who stepped down from the Board effective January 23, 2020; and Feroz Dewan and Jeanne P. Jackson, who decided not to stand for re-election at our 2020 Annual Meeting of Stockholders, were also determined to be independent during the periods they served. Mr. Cahill, the former Chief Executive Officer of Kraft and former consultant to Kraft Heinz; Mr. Patricio, our Chief Executive Officer; and Mr. Zoghbi, our former Chief Operating Officer of the U.S. Commercial business and current Advisor to Kraft Heinz’s Chief Executive Officer, who is not standing for re-election at the Annual Meeting, are not independent.

In conducting its evaluations of Mr. Abel and Mr. Kenesey, the Board considered each individual’s affiliation with Berkshire Hathaway, which held approximately 26.6% of our outstanding common stock as of March 8, 2021, and its subsidiaries. In conducting its evaluations of Mr. Behring, Mr. Castro-Neves, and Mr. Lemann, the Board considered each individual’s affiliation with 3G Capital, which held approximately 17.7% of our outstanding common stock as of March 8, 2021, and its subsidiaries. For Mr. Van Damme, the Board considered his beneficial ownership of investments in certain 3G Capital funds. Additionally, in conducting its evaluations of Mr. Behring, Mr. Castro-Neves, and Mr. Van Damme, the Board considered each individual’s service on the board of directors of RBI, a company in which 3G Capital invests and the parent company of Burger King, Popeyes, and Tim Hortons, quick service restaurant companies that purchase certain of our products and conduct certain brand sponsorship and marketing activities for us. The Board found that such affiliations and directorships were in compliance with our conflict of interest policies.

In addition, Mr. Patricio, who is being nominated for election at the Annual Meeting, invests in the 3G Special Situation Fund III (the “Fund”), which is affiliated with 3G Capital. His investment represents less than 1% of the Fund’s assets.

Director Service on Other Public Company Boards

The Board believes that service on the boards of other public companies provides directors with knowledge and experience in governance and leadership that is valuable to Kraft Heinz. The Board also recognizes that public board service requires significant time and energy and that it is critical to the success of the Company that directors have the

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ability to dedicate sufficient time and attention to their Kraft Heinz Board responsibilities. Therefore, our Corporate Governance Guidelines:

•

Limit directors’ service on the boards of other public companies to a number that helps enable directors to responsibly perform their duties to Kraft Heinz

​

•

Limit the number of other companies’ audit committees on which members of our Audit Committee may serve

​

•

Establish an expectation that directors consult with the Chairman and the Chair of the Governance Committee before accepting an offer to serve on another public company board or as a member of the audit committee of another public company

​

•

Require the Governance Committee to take into account the nature and extent of a director’s other commitments when determining whether it is appropriate to nominate that director for re-election

​

•

Require directors’ service on the boards and committees of other organizations to be consistent with our conflict of interest policies

​

As of March 8, 2021, all directors are in compliance with this policy. Our 2021 director nominees currently sit on an average of approximately 1.09 other public company boards.

Related Person Transactions

Review of Transactions with Related Persons

The Board has adopted a written policy regarding the review and, where appropriate, approval and ratification of any transaction in which Kraft Heinz is a participant, the amount involved exceeds $120,000, and any related person had, has, or will have a direct or indirect material interest. In general, related persons include our directors, executive officers, and 5% stockholders and their immediate family members.

The Governance Committee, in the course of its review and approval or ratification of a related person transaction under this policy, considers, among other things:

•

the commercial reasonableness of the transaction

​

•

the materiality of the related person’s direct or indirect interest in the transaction

​

•

whether the transaction may involve an actual conflict of interest or the appearance of a conflict of interest

​

•

the impact of the transaction on the related person’s independence (as defined in the Corporate Governance Guidelines and the Nasdaq listing standards)

​

•

whether the transaction would violate any provision of our Director Code of Conduct or Employee Code of Conduct

​

The Governance Committee approves or ratifies only those related person transactions that are fair and reasonable to Kraft Heinz and in our and our stockholders’ best interests, with any member of the Governance Committee who is a related person with respect to a transaction under review recusing himself or herself from the deliberations or decisions regarding the transaction. The Chair of the Governance Committee (or the Chair of the Audit Committee if the Chair of the Governance Committee is a related person with respect to the transaction under review) will review and approve or ratify potential related person transactions when it is not practicable or desirable to delay review of a transaction until a Governance Committee meeting and will report to the Governance Committee any transaction so approved or ratified.

Shareholders’ Agreement

In July 2015, through a series of transactions, we consummated the merger (the “Kraft Heinz Merger”) of Kraft Foods Group, Inc. (“Kraft”) with and into a wholly owned subsidiary of H.J. Heinz Holding Corporation (“Heinz”). In connection with the Kraft Heinz Merger, 3G Global Food Holdings and Berkshire Hathaway entered into a shareholders’ agreement (the “Shareholders’ Agreement”) that governs how each party and its affiliates will vote the shares of Kraft Heinz

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common stock held by them as of the date of closing of the Kraft Heinz Merger with respect to supporting certain directors that are designated by either 3G Global Food Holdings or Berkshire Hathaway.

Pursuant to the Shareholders’ Agreement, 3G Global Food Holdings agrees that for so long as Berkshire Hathaway and its affiliates collectively own shares representing at least 66% of the shares owned by them as of the consummation of the Kraft Heinz Merger (as a percentage of the voting power in the election of directors), 3G Global Food Holdings and its affiliates will vote their shares of Kraft Heinz common stock in favor of the three Kraft Heinz board nominees designated by Berkshire Hathaway (two board nominees if they own less than 66% but at least 33% of the voting power and one board nominee if they own less than 33% but at least 15% of the voting power) and will not take any action to remove such designees without Berkshire Hathaway’s consent. Similarly, Berkshire Hathaway agrees that for so long as 3G Global Food Holdings and its affiliates collectively own shares representing at least 66% of the shares owned by them as of the consummation of the Kraft Heinz Merger (based on the percentage of the voting power in the election of directors), Berkshire Hathaway and its affiliates will vote their shares of Kraft Heinz common stock in favor of the three Kraft Heinz board nominees designated by 3G Global Food Holdings (two board nominees if they own less than 66% but at least 33% of the voting power and one board nominee if they own less than 33% but at least 15% of the voting power) and will not take any action to remove such designees without 3G Global Food Holdings’ consent.

Berkshire Hathaway and 3G Capital continue to hold a significant portion of our outstanding shares. See Beneficial Ownership of Kraft Heinz Stock beginning on page 39 for further information about beneficial ownership of our stock by Berkshire Hathaway and 3G Capital.

Registration Rights Agreement

In connection with the Kraft Heinz Merger, we entered into a registration rights agreement with 3G Global Food Holdings and Berkshire Hathaway (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, we granted 3G Global Food Holdings and Berkshire Hathaway registration rights with respect to the shares of Kraft Heinz common stock held by them as of the date of the closing of the Kraft Heinz Merger, representing shares of Kraft Heinz common stock acquired from Heinz in connection with the Kraft Heinz Merger and/or immediately prior to the Kraft Heinz Merger pursuant to a warrant. The registration rights do not apply to shares of Kraft Heinz common stock subsequently acquired by either party. These rights include demand registration rights, shelf registration rights, and “piggyback” registration rights, as well as customary indemnification. The rights are subject to certain holdback and suspension periods. We generally will bear all fees, costs, and expenses related to registrations, other than underwriting discounts and commissions attributable to the sale of shares of Kraft Heinz common stock by 3G Global Food Holdings and Berkshire Hathaway, as applicable.

Compensation Arrangement

On September 6, 2019, the Company entered into an offer letter with Mr. Zoghbi in connection with his role as Advisor to Kraft Heinz’s Chief Executive Officer. Effective July 1, 2019, Mr. Zoghbi’s base salary was reduced from $850,000 to $400,000, and he received a one-time grant of 200,000 stock options. Mr. Zoghbi is currently eligible to receive compensation for his services as a director, including an annual stock award valued at $125,000 and an annual cash retainer of  $110,000.

Anti-Hedging and Anti-Pledging Policies

Our Insider Trading Policy limits the timing and types of transactions in Kraft Heinz securities by employees (including executive officers) and directors. Among other restrictions, the policy prohibits holding Kraft Heinz securities in a margin account or pledging Kraft Heinz securities as collateral for a loan without advance written notice to the Corporate Secretary. In addition, the policy prohibits short-selling Kraft Heinz securities, transacting in puts, calls, or other derivatives on Kraft Heinz securities, or hedging transactions on Kraft Heinz securities without prior approval from the Corporate Secretary.

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Oversight of Risk Management

We face various risks to our business, including strategic, financial, legal, regulatory, operational, accounting, and reputational risks. Identifying, managing, and mitigating our exposure to these risks and effectively overseeing the risk management process are critical to our operational decision-making and annual planning processes.

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Corporate Governance and Board Matters

Responding in Times of Crisis

Board Oversight in Response to COVID-19

As the COVID-19 pandemic and government and consumer responses have developed and continue to evolve, the Board has been actively engaged with management regarding the impacts on Kraft Heinz and our response and plans. The Board has received frequent updates on impacts to our employees, operations, customers, and partners and has reviewed with management the measures we have taken to protect the health, safety, and wellbeing of our employees, suppliers, and partners and maintain continuity of our operations as consumers have relied on us to provide essential food products.

To help ensure robust oversight of the rapidly changing crisis, we have also established a cross-functional crisis management response team, which includes representatives from our human resources, legal, communications, risk management, operations, and quality teams under the oversight of our Chief Executive Officer. The crisis management response team was established with the early emergence of COVID-19 in China, met daily in the initial stages of the pandemic, and has evolved to its current schedule of bi-weekly meetings. Subgroups of the crisis management team also meet bi-weekly to address critical issues, including financial, supply chain, and human resources management. In addition, we have transitioned our in-person Board meetings to virtual format to ensure continued effective functioning of the Board during the pandemic.

Building Communities and Providing Relief

As communities around the globe have struggled with the ongoing and continuously evolving impacts of the COVID-19 pandemic, our mission and responsibility to continue providing the world with food and nourishment has never been clearer. As a business, we prioritized the health, safety, and wellbeing of our employees to help ensure our ability to respond to increased and sustained consumer demands. As global citizens, we accelerated and expanded our commitments and contributions toward ending world hunger, providing more than $35 million in combined financial and product donations in 2020, including:

•

$12 million to help ensure access to food, including $6.6 million in cash and product donations to Feeding America, the largest domestic hunger relief organization in the United States, $1.5 million worth of product donations to impacted people in Australia and New Zealand, and additional financial and product donations in Italy, Spain, and the Netherlands

​

•

12 million breakfasts to hungry and malnourished children in disadvantaged areas in the United Kingdom, in partnership with Magic Breakfast

​

•

$1 million to support food programs and social justice organizations serving Black and African American communities most affected by COVID-19 in the United States

​

•

1 million meals and personal protective equipment (PPE) for those working on the front lines of Canadian food banks

​

•

More than 4,000 cases of Heinz infant food to families in five Chinese provinces most severely affected by COVID-19, in partnership with Babytree, one of the largest parenting websites in China

​

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Environmental Social Governance

While we are a global company, we see ourselves as global citizens first and believe in helping to create a healthier and more sustainable environment for all of us. Guided by our Vision, To sustainably grow by delighting more consumers globally, we are actively working each day to create a company and high-quality products, made responsibly, that make us, our stockholders, and the world proud. In pursuit of our Vision and inspired by our Value We do the right thing, we strive to incorporate strong ESG approaches in every aspect of our business. In September 2020, we issued our 2020 Environmental Social Governance Report, which further details our ESG strategy, goals, and performance. For additional information, see Learn More about Kraft Heinz ESG on page 27.

Strategy and Oversight

We take a cross-functional approach to ESG that centers on continuous improvement in each part of our business. Our governance structure is designed to enable us to live our Vision and Values.

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Corporate Governance and Board Matters

Our Pillars and Framework

Our ESG strategy prioritizes the issues that matter most to our business and stakeholders and focuses on the areas where we can have the greatest impact, from responsible ingredient sourcing to expanded nutrition guidelines. Our efforts and integrated initiatives are organized under three key pillars:

To inform our ESG strategy and goal-setting, we conduct a comprehensive materiality assessment every three to five years. This assessment allows us to identify and prioritize the issues that are of greatest concern to our stakeholders and that impact the success of our business. We reevaluate these results on an ongoing basis to reflect any changes in standing on these priority issues and allow for the inclusion of new or emerging issues. Our ESG framework also reflects our ambition and work toward further integration of risk, financial, and ESG disclosures.

Key Achievements and Goals

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Learn More About Kraft Heinz ESG

Additional information on our ESG strategy and goals is available on our website at:

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Corporate Governance and Board Matters

Investor Engagement

We view our relationship with stockholders as a critical component of our success. Since our 2020 Annual Meeting of Stockholders, we reached out to key investors and invited them to engage to provide their feedback and discuss their views on key issues impacting our stockholders.

​

Engagement Topics • Our business strategy and execution ​ • Our COVID-19 pandemic response and crisis management ​ • Board composition, diversity, and refreshment ​ • Changes to our executive compensation program in response to feedback received from stockholders in connection with the 2020 say-on-pay vote ​ • Our ESG strategy and initiatives ​

​

*

Not including shares held by 3G Capital or Berkshire Hathaway.

​

Stockholder engagement informs and improves our decision-making, creating long-term value. We are committed to maintaining regular investor engagement and to incorporating stockholder input in our strategies and programs, including our executive compensation program.

2021 Executive Compensation Changes

We believe our compensation approach aligns with our strategy for creating sustainable long-term growth for the Company, consistent with sound corporate governance principles. The results on our advisory say-on-pay votes prior to 2020 demonstrated historically strong stockholder support for our executive compensation program, with support averaging over 95% from 2016 to 2018. However, in response to the lower level of support from stockholders on our 2020 advisory say-on-pay vote, executive compensation has been a critical component of our investor outreach since our 2020 Annual Meeting of Stockholders. This outreach focused on:

•

better understanding the concerns and perspectives of our stockholders

​

•

providing clarity on our executive compensation program in the prior year

​

•

sharing design changes for our 2021 compensation program that we believe address stockholder concerns

​

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2021 PROGRAM CHANGES

2021 Engagement Highlights

Investors provided positive feedback regarding our COVID-19 pandemic response and new operational strategy. In addition, investors expressed agreement with our overall compensation plan rationale and alignment of the Chief Executive Officer’s interests with those of stockholders.

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Corporate Governance and Board Matters

2020 PROGRAM NOTES

Communications with the Board

Information for stockholders and other parties interested in communicating with our Chairman, Lead Director, full Board, or our independent directors, individually or as a group, is included in the Corporate Governance Guidelines, which are available on our website at ir.kraftheinzcompany.com under the Corporate Governance tab. Our Corporate Secretary forwards communications relating to matters within the Board’s purview to the independent directors; communications relating to matters within a Committee’s area of responsibility to the Chair of the appropriate Committee; and communications relating to ordinary business matters, such as suggestions, inquiries, and consumer complaints, to the appropriate Kraft Heinz executive or employee. Our Corporate Secretary does not forward solicitations, junk mail, and obviously frivolous or inappropriate communications.

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The Board has four standing Committees:

Each Committee has a charter that sets forth the Committee’s roles and responsibilities and is reviewed annually by the Committee, with any proposed changes approved by the Board. These charters are available on our website as provided under Corporate Governance and Board Matters—Corporate Governance Materials Available on Our Website on page 17.

Meeting Attendance

We expect directors to attend all Board meetings and meetings of the Committees on which they serve. We understand, however, that occasionally a director may be unable to attend a meeting. The Board held 8 meetings in our 2020 fiscal year, and the Committees of the Board held a total of 24 meetings. In 2020, each incumbent director attended 91% or more of the aggregate of all meetings of the Board and the Committees on which, and during the period that, he or she served. Directors are encouraged, but are not required, to attend our Annual Meeting of Stockholders. Seven of our current directors attended our 2020 Annual Meeting of Stockholders.

Committee Structure and Membership

Our Board designates Committee members and Chairs based on the Governance Committee’s recommendations. The Governance Committee and the Board believe that the current size of the Board allows for effective Committee organization and facilitates efficient meetings and decision making. The following table lists the current Committee membership and the number of meetings held by each Committee in 2020:

 Committee Chair Committee Member Audit Committee Financial Expert

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Board Committees and Membership

Audit Committee

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Compensation Committee

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Delegation

Under the Compensation Committee’s charter, it may delegate any of its responsibilities to the Chair, another Compensation Committee member or a subcommittee of Compensation Committee members, unless prohibited by law, regulation, or Nasdaq listing standard.

Compensation Consultant to the Committee

Under the Compensation Committee’s charter, it is authorized to retain and terminate any consultant, as well as to approve the consultant’s fees and other terms of the engagement. The Compensation Committee also has the authority to obtain advice and assistance from internal or external legal, accounting, or other advisors. The Compensation Committee does not currently, and did not in our 2020 fiscal year, retain a consultant or other advisor.

Compensation Committee Interlocks and Insider Participation

The Board has determined that all of the directors who served on the Compensation Committee during our 2020 fiscal year, which includes Alexandre Behring, João M. Castro-Neves, Timothy Kenesey, Jorge Paulo Lemann, John C. Pope, and Tracy Britt Cool (until her resignation from the Board effective January 23, 2020) were independent within the meaning of the Nasdaq listing standards. No member of the Compensation Committee currently is, or during our 2020 fiscal year was, an officer or employee of Kraft Heinz or any of its subsidiaries. During our 2020 fiscal year, no member of the Compensation Committee had a relationship that must be described under SEC rules relating to disclosure of related person transactions. For a description of our policy on related person transactions, see Corporate Governance and Board Matters—Related Person Transactions beginning on page 21. During our 2020 fiscal year, none of our executive officers served on the board of directors or compensation committee of any entity that had one or more of its executive officers serving on the Board or the Compensation Committee.

Analysis of Risk in the Compensation Architecture

The Compensation Committee, in reliance on analysis provided by an outside consultant engaged by the Company, annually evaluates the risk profile of our executive and broad-based employee compensation programs. In its evaluation for our 2020 fiscal year, the Compensation Committee reviewed our executive compensation structure to determine whether our compensation policies and practices encourage our executive officers or employees to take unnecessary or excessive risks and whether these policies and practices properly mitigate risk. Based on management’s assessment of our current programs, including analysis provided by an outside consultant, the Compensation Committee concluded that the 2020 executive compensation plans were designed in a manner to:

•

achieve a balance of short- and long-term performance aligned with key stakeholder interests

​

•

discourage executives from taking unnecessary or excessive risks that would threaten the reputation and sustainability of Kraft Heinz

​

•

encourage appropriate assumption of risk to the extent necessary for competitive advantage purposes

​

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Board Committees and Membership​

Governance Committee

Director Nominations

The Governance Committee relies on nominee suggestions from the directors, stockholders, management, and others. From time to time, the Governance Committee may retain executive search and board advisory firms to assist in identifying and evaluating potential nominees. The Board has nominated Lori Dickerson Fouché and Miguel Patricio, our Chief Executive Officer, for election at the Annual Meeting. Ms. Fouché was identified by one of our current directors.

The Governance Committee will consider any candidate a stockholder properly presents for election to the Board in accordance with the procedures set forth in our By-Laws. The Governance Committee uses the same criteria to evaluate a candidate suggested by a stockholder as the Governance Committee uses to evaluate a candidate it identifies, which are described above under Proposal 1 – Election of Directors—Director Qualifications beginning on page 10, and makes a recommendation to the Board regarding the candidate’s appointment or nomination for election to the Board. After the Board’s consideration of the candidate suggested by a stockholder, our Corporate Secretary will notify that stockholder whether or not the Board decided to appoint or nominate the candidate.

For a description of how stockholders may nominate a candidate for the Governance Committee to consider for election to the Board at an annual meeting, see Other Information—Stockholder Proposals beginning on page 77.

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Board Committees and Membership

Operations and Strategy Committee

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Director Compensation Program

Our director compensation program includes a combination of cash compensation and an annual grant of deferred stock. For our 2020 fiscal year, our directors received:

Cash retainers are paid on a quarterly basis. In lieu of cash, directors may elect to:

•

defer up to 100% of their cash retainers in 25% increments into accounts that mirror certain funds in the Kraft Heinz 401(k) Plan pursuant to the Deferred Compensation Plan for Non-Management Directors, or

​

•

receive deferred shares annually in lieu of their cash retainer payable in arrears

​

Deferred stock awards are granted effective immediately following each annual meeting of stockholders. When dividends are paid on our common stock, we accrue the value of the dividend and issue each director a number of shares equal to the accrued dividend value. All deferred stock awards and dividend equivalent shares accrued are distributed to a director six months following the date he or she ceases to serve on the Board.

Beginning in 2019, Mr. Zoghbi received compensation for his services as a director, including the annual cash retainer and annual deferred stock award described above. For additional information regarding the compensation arrangement with Mr. Zoghbi, see Corporate Governance and Board Matters—Related Person Transactions—Compensation Arrangement beginning on page 22.

The Compensation Committee reviews our director compensation program regularly and recommends changes, if any, to the Board for its approval. We did not make any changes to the compensation program for our directors effective in 2020. However, the Board has established an additional retainer fee of  $25,000 for our Lead Director, in connection with the Board’s appointment of a Lead Director, effective January 1, 2021.

Stock Ownership Guidelines

To strengthen alignment of directors’ interests with those of our stockholders, our stock ownership guidelines require directors that receive compensation for service as directors to hold shares of our common stock in an amount equal to five times the annual Board retainer (equivalent to $550,000). Directors have five years from their appointment to meet the stock ownership requirement. Vested options, RSUs, and shares held in the director’s deferred compensation account, or in a trust for the benefit of immediate family members, count toward satisfying this ownership requirement.

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Director Compensation

2020 Director Compensation Table

The table below presents information regarding the compensation and stock awards that we paid or granted to our directors.

​

(1)

Includes the value of retainer fees paid in cash or deferred to equity pursuant to the Kraft Heinz Deferred Compensation Plan for Non-Management Directors. Directors do not receive meeting fees.

​

(2)

The amounts shown in this column represent the full grant date fair value of the deferred stock awards granted in 2020, excluding any retainer fees deferred in exchange for shares, as computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 based on the closing price of Kraft Heinz shares on the grant date ($28.83 on May 7, 2020).

​

(3)

As noted above under Director Compensation Program, Mr. Zoghbi is an employee of Kraft Heinz and serves as Advisor to Kraft Heinz’s Chief Executive Officer. Beginning in 2019, he received compensation for his services as a director. For additional information regarding the compensation arrangement with Mr. Zoghbi, see Corporate Governance and Board Matters—Related Person Transactions—Compensation Arrangement beginning on page 22.

​

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Directors and Officers

The following table shows the number of shares of our common stock beneficially owned as of March 8, 2021 by each current director, director nominee, and NEO of the Company, as well as the number of shares beneficially owned by all of our current directors and executive officers as a group. There were 1,223,116,465 shares of our common stock issued and outstanding as of March 8, 2021. Unless otherwise indicated, each of the named individuals has, to Kraft Heinz’s knowledge, sole voting and investment power with respect to the shares shown.