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 15, 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 15, 2022, Alexandre Behring, Chair of the Board of Directors (the “Board”) of The Kraft Heinz Company (the “Company”), 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 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. Behring’s dedication to the Company and leadership of the Board.
The Board has nominated James Park to stand for election as a director at the 2022 Annual Meeting. Mr. Park currently serves as Vice President and General Manager of Fitbit at Google LLC (“Google”), a subsidiary of Alphabet Inc. He previously served as Chief Executive Officer, President, and Chairman of the board of directors of Fitbit, Inc. until its acquisition by Google in January 2021.
Item 7.01. Regulation FD Disclosure.
On February 18, 2022, the Company issued a press release announcing Mr. Behring’s decision to retire from the Board and the Board’s plans to nominate Mr. Park for election to the Board at the 2022 Annual Meeting. In addition, the Company announced the Board’s intention to appoint Miguel Patricio, Chief Executive Officer and Director of the Company, as Chair of the Board, subject to his re-election as a director 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 18, 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 to Elevate CEO Miguel Patricio to Become Chair of the Board Along with Additional Board Refreshment
Alexandre Behring to Retire from the Board; James Park of Fitbit at Google Nominated as New Board Member
PITTSBURGH & CHICAGO--(Feb. 18, 2022) -- The Kraft Heinz Company (Nasdaq: KHC) (“Kraft Heinz” or the “Company”) announced today, that the Board of Directors intends to appoint Chief Executive Officer Miguel Patricio as Chair, subject to his re-election at the Kraft Heinz 2022 Annual Meeting of Stockholders. After years of distinguished service, Chair of the Board of Directors Alexandre Behring will retire following the end of his term at the 2022 Annual Meeting.
“We are very pleased with the progress experienced by the Company in advancing its strategic plan during the past few years under Miguel’s leadership and see his elevation to Chair as a natural progression, providing a continuation of strong and consistent stewardship to guide the Company well into the future.” said Alex Behring, Kraft Heinz Board Chair. “I have enjoyed my time working alongside Miguel, the Board, and the Kraft Heinz leadership team.”
“Alex’s contribution to Kraft Heinz has been invaluable and his impact will continue to be felt for many years,” said Miguel Patricio, Chief Executive Officer and Director. “I am truly honored at the opportunity to succeed him as Chair.”
“On behalf of Berkshire Hathaway, I would like to thank Alex for his dedication, leadership, and service to Kraft Heinz. Alex and I have worked closely together since 2013, when we both served on the H.J. Heinz Board, and I know our relationship will extend well into the future,” said Greg Abel, member of the Kraft Heinz Board of Directors and Vice Chair, Non-Insurance Operations of Berkshire Hathaway. “We look forward to working with Miguel as Chair as his vision for the Company’s transformation continues to move the business forward.”
The Company also announced that the Board of Directors has nominated James Park of Fitbit at Google to stand for election at the Kraft Heinz 2022 Annual Meeting.
“I am also thrilled by the prospect of adding James Park to our Board,” Patricio said. “Technology and digital capabilities are extremely important elements of our continuing business strategy. His background and experience will be especially valuable to Kraft Heinz and the Board as we begin the next phase of our transformation.”
James Park, 45, is a technology entrepreneur who co-founded Fitbit, Inc., a connected health and fitness company, that was acquired by Google in January 2021. Mr. Park is Vice President and General Manager, Fitbit at Google. He previously served as Chief Executive Officer, President, and member of the board of directors of Fitbit since 2007, and as chairman of the board of directors from 2015, until its acquisition. He is a leader in the technology industry with a strong track record of ideating and operating successful technology companies. Park was also the co-founder of Wind-Up Labs, Inc., an online photo sharing company acquired by CNET Networks, Inc. in 2005, and Epesi Technologies, Inc. In 2015, he was named to Fortune magazine's 40 Under 40, an annual ranking of the most influential young people in business.
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 2021 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.
# # #
Alex Abraham (Kraft Heinz Media)
Christopher Jakubik, CFA (Kraft Heinz Investors)