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 1, 2022
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 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 February 1, 2022, Alexandre Van Damme, a member of the Board of Directors (the “Board”) of The Kraft Heinz Company (the “Company”) and nominee of Berkshire Hathaway Inc. (“Berkshire Hathaway”), informed the Company of his decision to retire from the Board effective at the Company’s 2022 Annual Meeting of Stockholders (“2022 Annual Meeting”). His decision is based on his desire to focus on other business ventures and 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. Van Damme’s commitment and service to the Company and the Board.
Berkshire Hathaway expects to nominate Alicia Knapp to replace Mr. Van Damme as one of its director nominees for election at the 2022 Annual Meeting. Ms. Knapp currently serves as President and Chief Executive Officer of BHE Renewables, LLC, a subsidiary of Berkshire Hathaway.
Item 7.01. Regulation FD Disclosure.
On February 4, 2022, the Company issued a press release announcing Mr. Van Damme’s decision to retire from the Board and Berkshire Hathaway’s plans to nominate Ms. Knapp for election to the Board at the 2022 Annual Meeting. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of, or otherwise regarded as filed under, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or in the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) The following exhibits are furnished with this Current Report on Form 8-K.
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 4, 2022||By:||/s/ Rashida La Lande|
|Rashida La Lande|
Executive Vice President, Global General Counsel, and Chief Sustainability and Corporate Affairs Officer; Corporate Secretary
Kraft Heinz Announces Changes to its Board of Directors
Alicia Knapp of BHE Renewables to be Nominated as New Board Member; Alexandre Van Damme to Retire from the Board
PITTSBURGH & CHICAGO (Feb. 4, 2022) The Kraft Heinz Company (Nasdaq: KHC) (“Kraft Heinz” or “Company”) announced today that after years of distinguished service Alexandre Van Damme, director nominee of Berkshire Hathaway Inc. (“Berkshire Hathaway”), will retire from the Company’s Board of Directors following the end of his term. Berkshire Hathaway has indicated that it plans to nominate Alicia Knapp, President and CEO of BHE Renewables, to fill Mr. Van Damme’s vacancy at the Kraft Heinz 2022 Annual Meeting of Stockholders.
“Berkshire Hathaway is delighted to nominate Alicia to the Board of Kraft Heinz – she has shown tremendous leadership during her 20-plus years at Berkshire Hathaway Energy,” said Greg Abel, member of the Kraft Heinz Board of Directors and Vice Chair, Non-Insurance Operations of Berkshire Hathaway. “We are thrilled to add Alicia’s perspective to Kraft Heinz and believe that her experience will be especially relevant and valuable to the Board and the Company’s environmental, social and governance strategy. Additionally, I would like to thank Alexandre for his many important contributions to the Board over the past four years.”
In her role at BHE Renewables, Ms. Knapp, 43, leads Berkshire Hathaway Energy’s unregulated development and commercial management of renewable projects. BHE Renewables owns solar, wind, geothermal, natural gas and hydroelectric projects that produce energy for both the wholesale market and for customers under long-term power purchase agreements.
Ms. Knapp has earned a reputation as a strategic leader with significant operational, risk management and financial acumen. Before her current role, she served as Vice President of Renewable Generation for MidAmerican Energy, where she was responsible for renewable generation operations and electric trading. Prior to this role, Ms. Knapp served as Vice President of Gas Delivery at MidAmerican Energy, where she managed a natural gas business serving more than 750,000 customers, and also General Manager of Project Development at BHE Renewables, where she managed the development and construction of wind and solar farms. She has been with the Berkshire Hathaway Energy family of businesses since 2001 and held roles in risk management, gas trading, and nuclear and renewable project management earlier in her career.
“It is an honor to be nominated by Berkshire Hathaway to the Kraft Heinz Board of Directors,” said Knapp. “I look forward to the opportunity to add value through this position on the Board and support the Company in its impressive transformation.”
To learn more, visit www.kraftheinzcompany.com.
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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Kathy Krenger (Kraft Heinz Media)
Christopher Jakubik, CFA (Kraft Heinz Investors)