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): January 19, 2022
The Kraft Heinz Co mpany
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices, including zip code)
(412 ) 456-5700
(Registrant’s telephone number, including area code)
Not Applicable
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of exchange on which registered | ||||||
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 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 21, 2022, The Kraft Heinz Company (the “Company”) announced that Paulo Basilio, Executive Vice President and Global Chief Financial Officer, will be stepping down from his role effective March 1, 2022. Mr. Basilio will remain with the Company as a Special Advisor through August 31, 2022. Andre Maciel, age 47, the Company’s Senior Vice President, U.S. Chief Financial Officer, and Head of Digital Transformation, will succeed Mr. Basilio as the Company’s Executive Vice President and Global Chief Financial Officer effective March 2, 2022.
Mr. Maciel has been the Company’s Senior Vice President, U.S. Chief Financial Officer, and Head of Digital Transformation since September 2019. Prior to that role, Mr. Maciel served as Managing Director of Continental Europe from September 2018 to September 2019 and Senior Vice President and U.S. Chief Financial Officer from July 2015 to September 2018.
The Compensation Committee of the Board of Directors approved the terms of Mr. Maciel’s new compensation as follows: annual base salary of $650,000 and annual cash-based Performance Bonus Plan target opportunity of 175% of base salary. In March 2022, as part of the Company’s annual awards, Mr. Maciel will receive an initial merit equity award having a value of $2 million, consisting of 60% performance share units (“PSUs”) and 40% restricted stock units (“RSUs”), which will vest 75% on the third anniversary and 25% on the fourth anniversary. Beginning in 2023, Mr. Maciel will be eligible to receive an annual equity award having a value equal to 125% of his base salary, consisting of 40% PSUs, 40% RSUs, and 20% stock options, which will vest 100% on the third anniversary. The performance metrics for the PSUs will be determined based on a 3-year relative TSR metric. Future merit equity awards will be based on his performance as determined by the Compensation Committee.
Mr. Maciel has no familial relationships nor related person transactions with the Company that would require disclosure under Items 401(d) or 404(a) of Regulation S-K in connection with his appointment described above.
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K..
Item 9.01. Financial Statements and Exhibits.
(d) The following exhibits are furnished with this Current Report on Form 8-K.
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 104 | The cover page of The Kraft Heinz Company's Current Report on Form 8-K dated January 19, 2022, formatted in iXBRL. | |||||||
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SIGNATURE
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: January 21, 2022 | By: | /s/ Rashida La Lande | ||||||
| Rashida La Lande | ||||||||
Executive Vice President, Global General Counsel, and Chief Sustainability and Corporate Affairs Officer; Corporate Secretary | ||||||||
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Exhibit 99.1
Kraft Heinz Announces Leadership Team Transitions
Andre Maciel, currently U.S. CFO and Head of Digital Transformation, moves into Global CFO role; Yang Xu moves to SVP, Global Head of Corporate Development; Paulo Basilio takes on strategic advisor role
PITTSBURGH & CHICAGO (Jan. 21, 2022) The Kraft Heinz Company (Nasdaq: KHC) (“Kraft Heinz” or the “Company”) announced today the appointment of Andre Maciel as Executive Vice President and Global Chief Financial Officer, effective March 2, 2022. Maciel will succeed Paulo Basilio, who will step down on March 1, 2022, as part of a planned transition and will remain with the Company as a strategic advisor through August 2022. Basilio remains a partner at 3G Capital. Additionally, Yang Xu will move to Senior Vice President, Global Head of Corporate Development. These transitions happen at a moment of strength for the Company, as Kraft Heinz enters the next phase of its transformation.
Basilio has been with the Company since 2013, serving two terms as CFO and in between, as the President of the U.S. Zone. The Company accepted his request to step down from the Global CFO role on Jan. 19, 2022.
“I have had the tremendous pleasure to work with Paulo since 2019,” said Miguel Patricio, Chief Executive Officer at Kraft Heinz. “I look back over these years in amazement on everything that the Company has been able to accomplish. Paulo has been a critical part of our success. He executed an ambitious acquisitions and divestitures strategy and debt reduction plan. He drove the development of the Company’s five-year strategic plan. He oversaw our return to sustained Organic Net Sales and profitability growth and the strengthening of our internal controls. I could go on and on.”
For the next six months, Basilio will continue in an advisory role at Kraft Heinz, supporting Maciel during his transition.
“One of Paulo’s greatest accomplishments was in developing key talent within the Finance team, including Andre Maciel, the individual I selected to be his successor,” continued Patricio. “Andre’s combination of business and finance experience makes him a trusted leader. His most recent work on digital transformation sets the foundation for our Company’s future. I look forward to his partnership in building on our momentum and continuing our focus on long-term profitable growth.”
Maciel has been with Kraft Heinz since 2013 and has held several leadership roles, including VP of Global Financial Planning and Analysis for the H.J. Heinz Company. He was also Managing Director of Continental Europe responsible for the Kraft Heinz business in Austria, France, Germany, Italy, Portugal, Spain, and Switzerland, and his current position of SVP, U.S. CFO and Head of Digital Transformation. Maciel holds a bachelor’s degree in Industrial Engineering from Universidade de São Paulo as well as an MBA from INSEAD.
Additionally, Yang Xu, currently Global Head of Treasury and M&A, will move to SVP, Global Head of Corporate Development, joining the Executive Leadership Team reporting directly to Patricio. The move is effective March 2, 2022.
Xu has been with Kraft Heinz since 2018 in various finance leadership positions and is based in Amsterdam. Prior to Kraft Heinz, she served as Senior Director, Corporate Treasury & Risk
Management, USA at the Whirlpool Corporation as well as Director of M&A Integration, Sales and Marketing at Whirlpool China. Xu also worked as an M&A Analyst at GE Healthcare, EMEA. Xu holds an MBA in Management from HEC Paris and London Business School.
“It has been an honor to serve Kraft Heinz during the last nine years and a privilege to work alongside our leadership team,” said Basilio. “I am proud of the strong Finance team we have built and am confident in the leadership and expertise Andre and Yang bring to continue our journey to deliver the next leg of our transformation.”
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.
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Alex Abraham (Corporate media)
alex.abraham@kraftheinz.com
Christopher Jakubik, CFA (Investors)
ir@kraftheinz.com