SEC Filing | The Kraft Heinz Company

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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. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

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Soliciting Material Pursuant to §240.14a-12

The Kraft Heinz Company

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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No fee required

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Fee paid previously with preliminary materials

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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2021 AT A GLANCE

$26.0B

Net sales

$1.0B

Net income

$23.7B

Organic Net Sales*

$6.4B

Adjusted EBITDA*

33.3%

Gross margin

2.9x

Year-end net leverage

~36K

Employees globally

Manufacturing and processing facilities operated globally

Non-GAAP financial measures are not substitutes for their comparable financial measures prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and should be viewed in addition to, and not as an alternative for, the GAAP results.

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We are driving transformation at The Kraft Heinz Company, 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.

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	With the world continuing to navigate COVID-19, a dynamic economy, and food insecurity, we know we have both a responsibility and a duty to keep our products on consumers’ tables while also helping the most vulnerable among us. As one of the world’s largest food and beverage companies, our commitment to helping feed the world remains constant. — Miguel Patricio, Chief Executive Officer and Director

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To Our Stockholders,

JOHN C. POPE

Lead Director

We are confident that the
Company’s strategy provides a strong foundation for the creation of long-term stockholder value.

If the past two years have taught us anything, it’s about the power of agility. Kraft Heinz is in the midst of a multi-year transformation, which has progressed even faster than we could have imagined two years ago. Under the strong, visionary leadership of our Chief Executive Officer, Miguel Patricio, and his Executive Leadership Team, we are well-positioned to successfully address evolving challenges — and to protect our profitability — in an ever-changing marketplace. We believe the Company’s 2021 performance demonstrates the strength of scale and the power of agility, validating our global strategy in an increasingly challenging external environment.

Maintaining a Diverse, Independent, and Engaged Board

Continuing refreshment and independent leadership are key facets of the Board’s structure and focus. In February, the Company announced that Alex Behring and Alexandre Van Damme have each decided to retire from the Board effective at the Annual Meeting. On behalf of the Board and the Company, we are grateful to both for their years of service to Kraft Heinz and, to Alex, for his leadership as Chair since the 2015 merger. With these changes, we are pleased to nominate two new members for election to the Board at this year’s Annual Meeting — Alicia Knapp and James Park. We believe Alicia and James will further strengthen the broad skillset of the Board, adding, in particular, valuable expertise in the areas of sustainability and digital technology critical to the next stages of our strategy.

In addition, with Alex’s retirement as Chair, the Board is pleased to announce our plans to appoint Miguel Patricio to a joint Chair and Chief Executive Officer role. Miguel and Lori Dickerson Fouché were elected by stockholders at our 2021 Annual Meeting last May, further deepening the skillset of the Board. The Board believes that combining the Chair and Chief Executive Officer role, together with the creation of the independent Lead Director role in January 2021 and the strong independent leadership of each of the Committees of the Board, provides the right structure at this time for effective and efficient execution of our strategy.

In addition to the extensive and robust skills and experience each of our 2022 director nominees brings to the Board, we are delighted with the increasingly diverse composition of the Board and believe it reflects the Board’s commitment to diversity.

Driving Sustainable Growth

The Board believes that Kraft Heinz’s strategy is essential to the Company’s creation of long-term, sustainable growth. Consistent with our long-term strategy shared in September 2020, during 2021, we announced multiple new acquisitions and divestitures. With the Company’s acquisitions, we aim to expand Kraft Heinz’s presence in parts of the world that hold tremendous long-term opportunity for the Company and our brands. Through divestitures, including those involving Kraft Heinz’s global cheese and nuts businesses, we are better positioned to reduce our private label and commodities exposure. At the same time, the Company continues to pay down debt and improve net leverage. We are confident that the Company’s strategy provides a strong foundation for the creation of long-term stockholder value.

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Bringing Our Commitment to Sustainability to Life

As a global company and leading provider of food products, we believe that advancing the Company’s environmental and sustainability efforts is an important component of our overall success as a company and a critical area of focus for the Board. In late 2020, we became a signatory to the CEO Water Mandate, a United Nations Global Compact initiative to advance water stewardship and address global water challenges. In 2021, the Company announced new goals to address climate change, as detailed in our 2021 ESG Report available on our website at www.kraftheinzcompany.com/esg and including our greenhouse gas emissions targets announced in December 2021. While we believe Kraft Heinz has made significant progress in this area, a lot still needs to be done. We are committed to honesty, transparency, and accountability and identifying and learning from our gaps as we work to make real improvement across all aspects of ESG.

Demanding Diversity, Inclusion, and Belonging

Diversity, inclusion, and belonging are at the intersection of three of our Company Values — We demand diversity, We champion great people, and We do the right thing — and make Kraft Heinz stronger, more interesting, and more innovative. Board members Tim Kenesey and Elio Leoni Sceti are members of the Company’s Global Inclusion Council, which provides governance and oversight to advance Kraft Heinz’s diversity efforts and initiatives. With the support of the Board, in 2021, the Company announced our 2025 aspirations for gender, race, ethnicity, and inclusion with the goal of growing underrepresented talent around the world. We also began publishing our annual EEO-1 reports on our website at www.kraftheinzcompany.com/diversity-inclusion.

On behalf of the Board, we thank you for your investment and confidence in Kraft Heinz. We believe the Company is well-positioned and well-prepared to adapt to challenges as they arise during these dynamic and rapidly changing times. We work each day to earn your continued support and trust as we represent you and your interests — just as Kraft Heinz strives to make life delicious for consumers around the world and for you, our stockholders.

Sincerely,


	JOHN C. POPE Lead Director

March 25, 2022

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				Notice of 2022 Annual Meeting of Stockholders

	Date			Time			Location—Virtual Meeting
	Thursday, May 5, 2022			11:00 a.m. Eastern Time			Live via webcast at www.virtualshareholdermeeting.com/KHC2022

Items of Business	Board Recommendation		More Information
1 To elect the eleven director nominees named in the Proxy Statement to one-year terms expiring in 2023		FOR all nominees	Page 13
2 To approve the Company’s executive compensation		FOR	Page 48
3 To approve the frequency of holding an advisory vote to approve executive compensation		ONE YEAR	Page 49
4 To ratify the selection of PricewaterhouseCoopers LLP as our independent auditors for 2022		FOR	Page 81
5 To vote on one stockholder proposal, if properly presented		AGAINST	Page 85
6 To transact any other business properly presented at the Annual Meeting

How to Vote


Visit the website listed on your proxy card, Notice, or voting instruction form	Call the phone 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

Your vote is important. Make sure to have your Notice of Internet Availability of Proxy Materials (“Notice”), proxy card, or voting instruction form with control number available and follow the instructions. For additional information, see Question 4 on page 89.

				Record Date
				March 7, 2022
	Only stockholders of record at the close of business on the Record Date are entitled to receive notice of, and to vote at, the Annual Meeting. 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 25, 2021 (the “2021 Annual Report”), as applicable, and the proxy card on or about March 25, 2022.

				By Order of the Board of Directors, RASHIDA LA LANDE Executive Vice President, Global General Counsel, and Chief Sustainability and Corporate Affairs Officer; Corporate Secretary
				Chicago, Illinois March 25, 2022

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 5, 2022

The Kraft Heinz Company’s Proxy Statementand 2021 Annual Report are available at ir.kraftheinzcompany.com/proxy

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				Table of Contents

	1			Proxy Statement Summary
	1			About The Kraft Heinz Company
	3			2021 Performance Highlights
	3			Our Commitment to Sustainable Growth
	4			Spotlight on Diversity, Inclusion, and Belonging
	6			2022 Voting Roadmap
	7			Board of Directors
	9			Corporate Governance Strengths
	10			Executive Compensation Highlights
	12			Auditors
	13			Proposal 1. Election of Directors
	13			Director Qualifications
	16			Director Nominee Biographies
	23			Corporate Governance and Board Matters
	23			Corporate Governance Guidelines
	23			Codes of Conduct
	24			Corporate Governance Materials Available on Our Website
	25			Key Corporate Governance Practices
	26			Board Leadership Structure
	27			Annual Board and Committee Evaluations
	27			Independence
	28			Director Service on Other Public Company Boards
	28			Related Person Transactions
	30			Anti-Hedging and Anti-Pledging Policies
	31			Oversight of Risk Management
	32			Environmental Social Governance
	37			Investor Engagement
	39			Communications with the Board
	40			Board Committees and Membership
	40			Meeting Attendance
	40			Committee Structure and Membership
	41			Audit Committee
	42			Compensation Committee
	43			Governance Committee
	44			Director Compensation
	44			Director Compensation Program
	45			Stock Ownership Requirements
	45			2021 Director Compensation Table
	46			Beneficial Ownership of Kraft Heinz Stock
	46			Directors and Officers
	47			Principal Stockholders
	47			Delinquent Section 16(a) Reports

	48			Proposal 2. Advisory Vote to Approve Executive Compensation
	49			Proposal 3. Advisory Vote on the Frequency of Holding an Advisory Vote to Approve Executive Compensation
	50			Compensation Discussion and Analysis
	50			Our NEOs
	51			2021 Company Performance
	53			Compensation Structure and Goals
	57			2021 Executive Compensation Program
	66			2021 PSU Actions
	68			2022 Executive Compensation Changes
	68			Benefits and Perquisites
	68			Stock Ownership Guidelines
	69			Clawback, Anti-Hedging, and Anti-Pledging Policies
	69			Impact of Tax and Accounting Policies
	69			Compensation Committee Report
	70			Executive Compensation Tables
	70			Summary Compensation Table
	71			Grants of Plan-Based Awards
	73			Outstanding Equity Awards at Fiscal Year End
	76			Option Exercises and Stock Vested
	77			Pension Benefits
	77			Nonqualified Deferred Compensation
	78			Potential Payments Upon Termination or Change in Control
	80			Pay Ratio Disclosure
	80			Methodology
	81			Proposal 4. Ratification of the Selection of Independent Auditors
	82			Selection of Independent Auditors
	82			Independent Auditors’ Fees and Services
	82			Pre-Approval Policy
	83			Audit Committee Report for the Fiscal Year Ended December 25, 2021
	85			Proposal 5. Stockholder Proposal – Water Risk
	85			Stockholder Proposal
	86			Kraft Heinz's Statement in Opposition to Proposal 5
	88			Other Information
	88			Information Regarding the Annual Meeting
	96			Stockholder Proposals
	97			Diversity Quick Summary
	98			Other Matters
	A-1			Appendix A. Non-GAAP Financial Measures

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	Websites Links to websites included in this Proxy Statement are provided solely for convenience. Information contained on websites, including 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”).
	Note about Forward-Looking Statements This Proxy Statement contains information that may constitute forward-looking statements, as defined under U.S. federal securities laws. Words such as “aim,” “anticipate,” “aspire,” “believe,” “estimate,” “expect,” “intend,” “plan,” “will” and variations of such words and similar future or conditional expressions are intended to identify forward-looking statements. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. All statements regarding performance, events, developments, or achievements that we expect or anticipate will occur in the future, including statements expressing general views about future operating results or our targeted achievement of sustainability and other goals, are forward-looking statements. Management believes that these forward-looking statements are reasonable as and when made. However, caution should be taken not to place undue reliance on any such forward-looking statements as such statements speak only as of the date made. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause our actual results to differ materially from historical experience and our present expectations or projections. These risks and uncertainties include, but are not limited to, those described in Item 1A, Risk Factors, in our Annual Report on Form 10-K for the year ended December 25, 2021 and those set forth in our future filings with the SEC. We disclaim and do not undertake any obligation to update, revise, or withdraw any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law or regulation. Forward-looking and other statements in this document may also address our environmental, social, and governance (ESG) and diversity, inclusion, and belonging progress, plans, and goals. The inclusion of such statements is not an indication that these are material to investors or required to be disclosed in the Company’s filings with the SEC. In addition, historical, current, and forward-looking environmental, diversity, and social-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.

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				Proxy Statement Summary

This summary highlights information contained elsewhere in this Proxy Statement. This is not a complete description, and you should read the entire Proxy Statement carefully before voting.

About The Kraft Heinz Company

At The Kraft Heinz Company (“Kraft Heinz,” “we,” “our,” “us,” or the “Company”), we are committed to growing our iconic and emerging food and beverage brands on a global scale, driven by our Purpose, Vision, and Values.

Our Culture and People

We recognize that a strong company culture is vital to our overall success. Our Purpose, Vision, and Values are the foundation upon which our culture is built. They represent the expectations we have for ourselves and the environment we aspire to create for our Company.

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Our Board of Directors (“Board”) and Committees engage in regular and robust review of our global enterprise strategy, which includes People with Purpose, and our efforts to continue strengthening our diverse talent, as one of five key elements. The Compensation Committee of the Board oversees our human resources strategy and key policies. As part of its oversight, the Compensation Committee evaluates whether we have the right people and structure to execute our enterprise strategy and supports our long-term succession planning by ensuring that management is developing talent to continue to fill key roles in the future. Our directors have full access to management and employees to address questions or concerns. Our directors may arrange meetings with employees independently and without management present. In addition, the Board and Committees have the authority to hire independent counsel or other advisors without approval from, or consultation with, management.

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Proxy Statement Summary

Our people are the backbone of all we do. We aim to live our value We champion great people by investing in attracting, developing, and retaining diverse, world-class talent and creating an engaging and inclusive culture that embodies our Purpose, Vision, and Values. As of December 25, 2021:

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Our diversity, inclusion, and belonging strategy is an integral part of the People With Purpose element of our global enterprise strategy. We live our Value of We demand diversity by focusing on three strategic areas: hiring and growing talent from diverse backgrounds and perspectives, developing inclusive leaders, and tracking and reporting our progress. As of December 25, 2021, for our employee population, we had:

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We provide our consolidated EEO-1 reports and additional information on our diversity, inclusion, and belonging strategy and progress on our website at:

www.kraftheinzcompany.com/diversity-inclusion

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”).

Our Platform Strategy and Brands

We leverage our scale and agility to unleash the full power of Kraft Heinz across a portfolio of six consumer-driven product platforms based upon groupings of real consumer needs and designed to drive growth.

TASTE ELEVATION	EASY MEALS MADE BETTER	REAL FOOD SNACKING
Enhancing the taste, flavor, and texture of food	Convenient foods that minimize trade-offs at mealtime	Nutrition-rich, tasty, convenient clean food experiences
FAST FRESH MEALS	EASY INDULGENT DESSERTS	FLAVORFUL HYDRATION
Help consumers make fresh, easy prepared or assembled meals	Sweet and indulgent treats that bring simple joy to every day	Hydration across kids’ beverages and beverages mixes

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Proxy Statement Summary

We have many iconic brands with long-standing consumer loyalty. Our portfolio of global and emerging food and beverage brands are known in markets around the world, including:

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2021 Performance Highlights

SALES

INCOME

CASH FLOW

NET SALES

ORGANIC NET SALES*

NET INCOME

ADJUSTED
EBITDA*

NET CASH
PROVIDED BY
OPERATING
ACTIVITIES

FREE CASH
FLOW*

$26.0B

$23.7B

$1.0B

$6.4B

$5.4B

$4.5B

0.5% year-
over-year
decrease

1.8% year-
over-year
increase

183.7% year-
over-year
increase

4.5% year-
over-year
decrease

8.8% year-
over-year
increase

2.9% year-
over-year
increase

Non-GAAP financial measure. These measures are not substitutes for their comparable financial measures prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and should be viewed in addition to, and not as an alternative for, the GAAP results. For a more detailed discussion of our financial performance, including reconciliations of our non-GAAP measures to the comparable GAAP measures, see pages 40 to 44 of our 2021 Annual Report and Appendix A to this Proxy Statement.

Our Commitment to Sustainable Growth

As global citizens, we are dedicated to making a sustainable, ethical impact while helping feed the world in healthy, responsible ways. In support of our Vision, To sustainably grow by delighting more consumers globally, we are committed to responsible, sustainable practices extending to each facet of our business. Our Environmental Social Governance (“ESG”) strategy prioritizes the key ESG issues for our business, our stockholders, and other stakeholders, through three key pillars:

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Proxy Statement Summary

Our aim is to set ambitious environmental goals, source sustainably, improve the products we sell, and make impactful advancements in communities — all with a commitment to transparency. As detailed in our most recent ESG Report released in 2021 and highlighted under Corporate Governance—Environmental Social Governance beginning on page 32, we believe we made significant progress against our ESG goals. In addition, we are proud to have been awarded Global Industry Movers status by S&P Global in The Sustainability Yearbook 2021, which considered over 7,000 companies assessed in the 2020 Corporate Sustainability Assessment.

Spotlight on Diversity, Inclusion, and Belonging

Driven by our Values We demand diversity, We champion great people, and We do the right thing, at Kraft Heinz, we choose to welcome everyone at our table. We believe that diverse backgrounds and perspectives make us stronger, more thoughtful, and more innovative and that our diversity, inclusion, and belonging efforts will make a lasting impact for our employees and the marketplace for generations to come.

Our commitments to diversity, inclusion, and belonging have been continuously expanding as part of our enterprise strategy announced in September 2020 and are focused on four key aims:

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Global Inclusion Council

Our Global Inclusion Council drives strategic accountability for results and provides governance, oversight, and reporting on diversity efforts and initiatives. The Council is a critical driver in fostering real organizational change, establishing priorities, and managing integrated and cross-functional initiatives. The Council is comprised of:

•

Miguel Patricio, Council Chair, Chief Executive Officer and Director

•

Carlos Abrams-Rivera, Executive Vice President and President, North America

•

Pamay Bassey, Chief Learning and Diversity Officer

•

Tim Kenesey, Director

•

Rashida La Lande, Executive Vice President, Global General Counsel, and Chief Sustainability and Corporate Affairs Officer; Corporate Secretary

•

Elio Leoni Sceti, Director

•

Rafael Oliveira, Executive Vice President and President, International Markets

•

Melissa Werneck, Executive Vice President and Global Chief People Officer

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Proxy Statement Summary

Awards and Recognition

We are on a journey to make representation and make inclusion real. As we continue to focus on holding ourselves to a higher standard, to demanding justice and equality, and to helping create a fairer world for all of us, we are also proud of the recognition we and our people have received. Recent highlights include:

100 score on Human
Rights Campaign
Corporate Equality Index
(CEI) for fourth
consecutive year

Included in Bloomberg’s
2022 Gender-Equality
Index

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Great Place to Work-
Certified™ Canada 2020–2021

Pamay Bassey, Chief Learning and
Diversity Officer, recognized on Crain’s
Chicago Business 2021 Notable
Executives in Diversity, Equity
and Inclusion

2025 Aspirations

In 2021, we announced diversity, inclusion, and belonging aspirations to grow our diverse talent and foster a more inclusive culture. Our 2025 aspirations are a starting point in a long journey ahead. We want the voices within our Company to reflect and represent the communities in which we operate as we create our products, design our marketing, and partner with customers and suppliers. By 2025, we are aiming for:

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We provide additional information on our diversity, inclusion, and belonging strategy and progress on our website at:

www.kraftheinzcompany.com/diversity-inclusion

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 SEC.

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Proxy Statement Summary

2022 Voting Roadmap

Voting Matters and Vote Recommendations

Proposal	Board Recommendation		More Information
1 Election of Directors		FOR all nominees	Page 13
2 Advisory Vote to Approve Executive Compensation		FOR	Page 48
3 Advisory Vote on the Frequency of Holding an Advisory Vote to Approve Executive Compensation		ONE YEAR	Page 49
4 Ratification of the Selection of PricewaterhouseCoopers LLP as Our Independent Auditors for 2022		FOR	Page 81
5 Stockholder Proposal – Water Risk		AGAINST	Page 85

Vote in Advance

	Internet			By Telephone			By Mail
	Visit the website listed on your proxy card, Notice, or voting instruction form.			Call the phone 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.

Vote at the Annual Meeting

	When		Where
11:00 a.m. Eastern Time on Thursday, May 5, 2022		Live webcast at www.virtualshareholdermeeting.com/KHC2022
	Access
To access the live webcast Annual Meeting, visit www.virtualshareholdermeeting.com/KHC2022. 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 94.

For additional information about voting, see Question 4 on page 89.

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Proxy Statement Summary

Board of Directors

You are being asked to vote on the following 11 nominees for director. The Board believes that the 2022 nominees possess the appropriate mix of skills, qualifications, and expertise to effectively guide, oversee, and challenge management in the execution of our strategy. Collectively, the nominees represent diverse views, experiences, and backgrounds. The following tables provide summary information regarding our director nominees. For more detailed information, see Proposal 1. Election of Directors beginning on page 13.

Name and Current Position	Age	Director Since	Other Current Public Company Boards	Independent	Kraft Heinz Committee Membership
Name and Current Position	Age	Director Since	Other Current Public Company Boards	Independent	Audit	Compensation	Governance
Miguel Patricio Chair(1) and Chief Executive Officer Kraft Heinz	55	2021	None
John T. Cahill Vice Chair Former Chief Executive Officer and Executive Chairman, Kraft Foods Group, Inc.	64	2015	2
John C. Pope Lead Director Chairman, PFI Group LLC	72	2015	2
Gregory E. Abel Vice Chair, Non-Insurance Operations and Director, Berkshire Hathaway Inc.	59	2015	1
João M. Castro-Neves Partner, 3G Capital	54	2019	1
Lori Dickerson Fouché Former Senior Executive Vice President and Chief Executive Officer, TIAA Financial Solutions, TIAA	52	2021	1
Timothy Kenesey President and Chief Executive Officer, MedPro Group Inc.	54	2020	None
Alicia Knapp President and Chief Executive Officer, BHE Renewables, LLC	43	Nominee	None
Elio Leoni Sceti Co-Founder, Chief Crafter, and Chairman, The Craftory	56	2020	2
Susan Mulder Global Brand President, Timberland, a subsidiary of VF Corporation	51	2020	None
James Park Vice President and General Manager, Fitbit Business Unit, Alphabet, Inc.	45	Nominee	None

Committee Chair

Committee Member

(1)

If re-elected, the Board expects to appoint Mr. Patricio as Chair.

(2)

If re-elected, the Board expects to appoint Mr. Pope to such position. Mr. Behring will remain Governance Committee Chair through the Annual Meeting.

(3)

If elected, the Board expects to make such Committee appointment.

(4)

If re-elected, the Board expects Mr. Leoni Sceti to step down from the Committee following the Annual Meeting.

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Proxy Statement Summary

Diversity and Independence

We believe the director nominees reflect the importance that the Board places on diversity and independence. The attributes of the director nominees to be elected at the Annual Meeting are:

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For the Nasdaq Board Diversity Matrix, see Other Information—Diversity Quick Summary beginning on page 97.

Skills, Expertise, and Experience

We believe the director nominees reflect an appropriate mix of professional expertise and educational backgrounds to establish and maintain a Board that is strong in its collective knowledge. The skills, expertise, and experience of the director nominees to be elected at the Annual Meeting are:

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For more information, including a skills matrix for our director nominees, see Proposal 1. Election of Directors—Director Qualifications beginning on page 13.

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Proxy Statement Summary

Tenure and Refreshment

We believe the director nominees reflect a level of experience on the Board to balance leadership continuity and a sound understanding of our business and strategy with new perspectives that challenge us and push our continual growth. The average tenure of the director nominees to be elected at the Annual Meeting and a history of our Board refreshment are:

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Corporate Governance Strengths

	Independence			9 of 11 independent directors Independent Lead Director Regular executive sessions of independent directors Fully independent Board Committees
	Accountability			Annual election of all directors Simple majority voting standard in uncontested elections One class of voting stock Special meetings can be called by the Chief Executive Officer, Chair, Vice Chair, 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 self-identify as people of color and 27% self-identify as women Average age of director nominees is 55 years Balance of new and experienced directors, with two new directors added in 2021, two new director nominees for election at the Annual Meeting, and average tenure of 2.7 years for director nominees
	Active Board Oversight and Engagement			Robust oversight of risks related to the Company’s business, including ESG risks Directors attended an average of 96% of Board and Committee meetings in 2021; Chair, Vice Chair, and Lead Director attended 100% of Board and Committee Meetings in 2021 Overboarding policy limits directors’ service on the boards of other public companies to four or, for directors who are chief executive officers of public companies, two
	Alignment with Stockholder Interests			Executive officer and independent director stock ownership requirements Double-trigger cash severance No poison pill
	Compensation Policies			Clawback policy Anti-hedging policy

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Proxy Statement Summary

	Stockholder Rights			Annual say-on-pay advisory votes Call a special meeting at a 20% threshold Act by written consent
	Robust Investor Engagement Program			Proactive year-round engagement with stockholders Incorporation of stockholder input in our strategies and programs, including our executive compensation program

Executive Compensation Highlights

We ask our stockholders annually to vote to approve, on an advisory (non-binding) basis, the compensation of our Named Executive Officers (“NEOs”). Our Board, primarily through the Compensation Committee, defines and oversees our executive compensation program, which is based on a pay-for-performance philosophy and designed to accomplish the following goals:

[MISSING IMAGE: tm2134352d1-fc_rewardpn.jpg]

Consistent with these goals, our compensation program has been designed with a view toward linking a significant portion of each NEO’s compensation to their individual performance and Kraft Heinz’s performance over both short- and long-term periods. Please see Compensation Discussion and Analysis beginning on page 50 and the related Executive Compensation Tables beginning on page 70 for additional details about our executive compensation program, including information about our NEOs’ compensation for our 2021 fiscal year.

2021 Target Compensation Mix

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(1)

Equity award values for Mr. Patricio reflect the pro-rata 2021 value of his sign-on new hire awards granted in August 2019 and annualized over the vesting period of each award (three or four years).

(2)

Equity award values for Mr. Abrams-Rivera reflect the pro-rata 2021 value of his sign-on new hire awards granted in March 2020 and annualized over four years.

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Proxy Statement Summary

Compensation Program Best Practices

What We Do

What We Do NOT Do

Significant alignment between pay and performance

Base pay increases on merit and market alignment

Rigorous stock ownership requirements to align executives’ interests with stockholders

Maintain a clawback policy covering both cash and equity

Use double-trigger change in control provisions

Compensation Committee comprised of 100% independent directors

Retain independent consultant for risk assessment of executive and broad-based annual compensation programs

Proactive year-round engagement with stockholders on executive compensation

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

For more detailed information, please see Compensation Discussion and Analysis beginning on page 50.

Recent Compensation Program Changes Respond to Stockholder Feedback

The Compensation Committee continually evaluates our executive compensation programs and structure to enable us to attract, retain, and incentivize our NEOs and align compensation with individual and Company performance, consistent with our strategy and culture of meritocracy. In 2020, we refined our compensation programs consistent with this approach and taking into account feedback from stockholders. Effective in 2021, we:

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For additional information, see Corporate Governance and Board Matters—Investor Engagement—2021 Executive Compensation Changes beginning on page 38.

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Proxy Statement Summary

Auditors

PricewaterhouseCoopers LLP (“PwC”) has served as our independent auditors since 2015 and served as independent auditors to Heinz and its predecessors prior to the Kraft Heinz Merger (defined on page 29) since 1979. We are asking our stockholders to ratify the selection of PwC as our independent auditors for the fiscal year ending December 31, 2022. For additional information, see Proposal 4. Ratification of the Selection of Independent Auditors beginning on page 81.

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				Proposal 1. Election of Directors

At the recommendation of the Nominating and Corporate Governance Committee (the “Governance Committee”), the Board has nominated the 11 directors listed below for election at the Annual Meeting. If elected, the directors will serve for a one-year term expiring at the 2023 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 2021 Annual Meeting of Stockholders. The Board is also nominating two new director nominees for election at the Annual Meeting: Alicia Knapp and James Park. Alexandre Behring and Alexandre Van Damme 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.

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:

Factors	Considerations
Skills, Expertise, and Experience	• The Governance Committee seeks director nominees with the mix of professional expertise and educational backgrounds to establish and maintain a Board that is strong in its collective knowledge. The Governance Committee considers nominees’ general understanding of the varied disciplines relevant to the success of a large, publicly traded company in today’s business environment, including the areas of:
Skills, Expertise, and Experience	o disruptive/digital o manufacturing o marketing	o technology o understanding of our businesses and markets	o accounting o finance
Diversity	• Although the Board does not have a specific diversity policy, the Governance Committee believes that diversity offers a significant benefit to the Board and Kraft Heinz, as varying viewpoints contribute to a more informed and effective decision-making process. The Governance Committee actively seeks to achieve a diversity of occupational and personal backgrounds on the Board, including diversity with respect to gender, race, ethnic and national background, geography, age, and sexual orientation, and evaluates each individual nominee and director in the context of the Board as a whole. The Board also evaluates its diversity as part of its annual self-evaluation process. • We believe the composition of the Board reflects those efforts and the importance of diversity to the Board. This year, the attributes of our director nominees include: For the Nasdaq Board Diversity Matrix, see Other Information—Diversity Quick Summary beginning on page 97.

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Proposal 1. Election of Directors

	Factors			Considerations
	Commitment			• The Governance Committee considers a director nominee’s ability to devote sufficient time and effort to fulfill their Kraft Heinz responsibilities, taking into account the individual’s other commitments. Our overboarding policy limits directors’ service on the boards of other public companies to four or, for directors who are chief executive officers of public companies, two. • In addition, in determining whether to recommend a director for re-election, the Governance Committee considers the director’s attendance at Board and Committee meetings and participation in, and contributions to, Board and Committee activities.
	Commitment			• Our 2022 director nominees currently serve on an average of 0.8 other public company boards. In 2021, our directors attended an average of 96% of Board and Committee meetings, and our Chair, Vice Chair, and Lead Director attended 100% of Board and Committee Meetings.
	Independence			• The Board considers whether a nominee meets various independence requirements applicable to Kraft Heinz directors, including whether a nominee’s service on boards and committees of other organizations is consistent with our conflicts of interest policy. Nine of our 11 director nominees are independent.
	Tenure and Refreshment			• The Board considers the mix of experience on the Board to balance leadership continuity and a sound understanding of our business and strategy with new perspectives that challenge us and push our continual growth. • We have added six new directors to our Board since 2019, including two in 2021, and the Board has nominated two new directors for election at the Annual Meeting. • The average tenure of our director nominees is 2.7 years.

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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 or Corporate Governance Guidelines. The director nominees collectively have the key skills, expertise, and experience set forth in the matrix below.

	Skills, Expertise, and Experience

Directors	Audit		CPG		Disruptive/ Digital		Financial		International		Legal/ Regulatory		Marketing/ Sales		Operations		Public Company Leadership		Strategic/ M&A
Miguel Patricio Chair* and CEO
John T. Cahill Vice Chair
John C. Pope Lead Director
Gregory E. Abel
João M. Castro-Neves
Lori Dickerson Fouché
Timothy Kenesey
Alicia Knapp
Elio Leoni Sceti
Susan Mulder
James Park
Number of 11 Directors		7		6		4		9		9		5		7		10		7		11
% of Board		64%		55%		36%		82%		82%		45%		64%		91%		64%		100%

* If re-elected at the Annual Meeting, the Board expects to appoint Mr. Patricio as Chair.

For additional information regarding 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 under Corporate Governance and Board Matters—Related Person Transactions—Shareholders’ Agreement beginning on page 29.

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Director Nominee Biographies

The director nominee biographies that follow summarize the key experience and expertise the director nominees bring 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 deliver value to stockholders.

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.

	MIGUEL PATRICIO Chair* and Chief Executive Officer				Key Qualifications Mr. Patricio brings to the Board deep consumer goods industry and leadership experience as well as his unique perspective as our Chief Executive Officer. Career Highlights • Kraft Heinz o Chief Executive Officer (June 2019 to present) • Anheuser-Busch InBev SA/NV (“AB InBev”), a multinational drink and brewing holdings company o Chief of Special Global Projects− Marketing (January 2019 to June 2019) o Chief Marketing Officer (2012 to December 2018) o Various zone president and marketing leadership roles (2005 to 2012) • Companhia de Bebidas das Americas S.A. (“Ambev”), a Brazilian brewing company and predecessor of AB InBev o Chief Marketing Officer (1999 to 2004) • Philip Morris Companies Inc., an international tobacco company o Vice President, Marketing (1997 to 1999) • The Coca-Cola Company, a global beverage company o Global Marketing Director (1996 to 1997) • Johnson & Johnson, a pharmaceutical and medical device company o Global Marketing Director (1989 to 1995)			Other Current Public Company Boards • None Other Current and Prior Boards • None
	Age 55 Director since May 2021 Committees None Other Current Public Company Boards None * If re-elected, the Board expects to appoint Mr. Patricio as Chair of the Board.

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	JOHN T. CAHILL Vice Chair				Key Qualifications Mr. Cahill brings to the Board extensive experience in the food and beverage industry, global leadership, operating, marketing, and product development experience. Career Highlights • Kraft Foods Group, Inc., one of our predecessor companies o Chief Executive Officer (2014 to 2015) o Executive Chairman (2012 to 2014) • Mondelēz International, Inc. (“Mondelēz”), a food and beverage company and former parent of Kraft Foods Group, Inc. o Executive Chairman Designate, North American Grocery (2012) • Ripplewood Holdings LLC, a private equity firm o Industrial Partner (2008 to 2011) • PepsiCo, Inc., a global food and beverage company, and affiliates o Various executive and senior financial positions (1989 to 2007)			Other Current Public Company Boards • Colgate-Palmolive Company, a global consumer products company o Director (2005 to present) • American Airlines Group, an airline holding company o Lead Independent Director (2013 to present) Other Current and Prior Boards • Kraft Foods Group, Inc. (2012 to 2015) • Legg Mason, Inc., a financial services holding company (2010 to 2014)
	Age 64 Director and Vice-Chair since July 2015 Committees None Other Current Public Company Boards 2

	JOHN C. POPE Lead Director				Key Qualifications Mr. Pope brings to the Board extensive accounting and financial expertise, as well as valuable leadership, operating, marketing, and international experience. Career Highlights • PFI Group LLC, a financial management firm o Chairman (1994 to present) • United Airlines, a U.S.-based airline, and its parent, UAL Corporation o Various executive roles in operations, finance, and marketing (1988 to 1994)			Other Current Public Company Boards • Waste Management, Inc., a provider of comprehensive waste management services o Director (1997 to present); Chairman of the Board (2004 to 2011) • Talgo S.A., a railcar manufacturer o Director (2015 to present) Other Current and Prior Boards • R. R. Donnelley & Sons Company, a marketing and business communication company (1996 to February 2022) • Kraft Foods Group, Inc. (2012 to 2015) • Kraft Foods Inc. (now Mondelēz) (2001 to 2012) • Con-way, Inc., multinational freight transportation and logistics company (2003 to 2015) • Dollar Thrifty Automotive Group, Inc., a car rental company (1997 to 2012)
	Independent Age 72 Director since July 2015 Lead Director since January 2021 Committees Audit (Chair) Compensation Governance (Chair)* Other Current Public Company Boards 2 * If re-elected, the Board expects to appoint Mr. Pope as Chair of the Committee.

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Proposal 1. Election of Directors

	GREGORY E. ABEL				Key Qualifications Mr. Abel brings to the Board extensive experience in regulated industries and mergers and acquisitions, as well as valuable leadership, operational, financial, and international experience. Career Highlights • Berkshire Hathaway Inc., a diversified global holding company o Vice Chair, Non-Insurance Operations (January 2018 to present) • Berkshire Hathaway Energy Company, a global holding company that owns diversified businesses engaged primarily in the energy industry o Chief Executive Officer (2008 to January 2018) o President (1998 to January 2018)			Other Current Public Company Boards • Berkshire Hathaway Inc. o Director (January 2018 to present) Other Current and Prior Boards • Berkshire Hathaway Energy Company (2011 to present) • H.J. Heinz Holding Corporation, one of our predecessor companies (2013 to 2015) • HomeServices of America Inc., a residential real estate services company and subsidiary of Berkshire Hathaway Inc. (previously Homeservices.com Inc.) (1999 to October 2020)
	Independent Age 59 Director since July 2015 Committees None Other Current Public Company Boards 1

	JOÃO M. CASTRO-NEVES				Key Qualifications Mr. Castro-Neves brings to the Board extensive experience in the consumer goods industry and knowledge of strategy, finance, operations, mergers and acquisitions, and business development. Career Highlights • 3G Capital o Partner (July 2018 to present) • AB InBev o Chief Executive Officer of Anheuser-Busch and Zone President, North America (2015 to December 2017) • Ambev o Chief Executive Officer (2009 to 2014) • Quilmes Industrial S.A., an Argentine beverage company and subsidiary of Ambev o Chief Executive Officer (2007 to 2008)			Other Current Public Company Boards • Restaurant Brands International Inc. (“RBI”), parent company of Burger King, Popeyes, and Tim Hortons quick service restaurant companies o Director (June 2018 to present) Other Current and Prior Boards • None
	Independent Age 54 Director since June 2019 Committees Compensation (Chair) Governance Other Current Public Company Boards 1

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Proposal 1. Election of Directors

	LORI DICKERSON FOUCHÉ				Qualifications Ms. Fouché brings to the Board seasoned financial expertise, deep experience in the financial services industry, and valuable leadership, operating, and marketing experience. Career Highlights • TIAA, a financial services firm o Senior Executive Vice President and Advisor to the Chief Executive Officer (June 2020 to December 2020) o Senior Executive Vice President and Chief Executive Officer, TIAA Financial Solutions (August 2018 to June 2020) • Prudential Financial, Inc. (“Prudential”), a financial services firm o Group Head of Individual Solutions (July 2017 to August 2018) o President of Prudential Annuities (2015 to July 2017) o Chief Executive Officer, Prudential Group Insurance (2014 to 2015)			Other Current Public Company Boards • Hippo Holdings Inc., and its predecessor Hippo Enterprises Inc., a property insurance company o Director (May 2021 to present) Other Current and Prior Boards • Gusto Inc., a private payroll, benefits, and human resource management software provider (October 2021 to present) • Princeton University Board of Trustees (September 2021 to present; 2015 to June 2019)
	Independent Age 52 Director since May 2021 Committees Audit Other Current Public Company Boards 1

	TIMOTHY KENESEY				Key Qualifications Mr. Kenesey brings to the Board important insights into creating long-term profitable growth, operations, mergers and acquisitions, risk management, and financial reporting. Career Highlights • MedPro Group Inc., a healthcare liability insurance company and subsidiary of Berkshire Hathaway Inc. o President and Chief Executive Officer, (2001 to present) • General Electric Company, an industrial technology company o Senior Vice President of GE Insurance (2000) o Global Business Development Manager of GE Healthcare (1998 to 1999) • Sidley Austin LLP, a global law firm o Attorney focused on mergers and acquisitions and corporate finance (1993 to 1997) • KPMG LLP, an accounting firm o Audit and Tax Accountant (1989 to 1990)			Other Current Public Company Boards • None Other Current and Prior Boards • Fechheimer Brothers, a public safety uniform and apparel company and subsidiary of Berkshire Hathaway Inc. (2007 to present) • Various other smaller insurance subsidiaries of Berkshire Hathaway Inc.
	Independent Age 54 Director since January 2020 Committees Compensation Other Current Public Company Boards None

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Proposal 1. Election of Directors

	ALICIA KNAPP				Key Qualifications Ms. Knapp brings to the Board deep experience as a strategic leader, particularly in renewable energy and sustainability, and significant operational, risk management, and financial acumen. Career Highlights • BHE Renewables, LLC (“BHE Renewables”), a renewable energy company and subsidiary of Berkshire Hathaway Inc. o President and Chief Executive Officer (December 2020 to present) • MidAmerican Energy Company (“MidAmerican Energy”), an energy company providing electric and natural gas service and subsidiary of Berkshire Hathaway Inc. o Vice President, Renewable Generation (May 2020 to December 2020) o Vice President, Gas Delivery (October 2018 to May 2020) o General Manager, Gas Operations (January 2018 to October 2018) • BHE Renewables o General Manager (August 2017 to January 2018) o Project Manager (2012 to August 2017) • MidAmerican Energy o Project Manager, Nuclear (2010 to 2012) o Various roles in risk management and energy trading (2001 to 2010)			Other Current Public Company Boards • None Other Current and Prior Boards • None
	Independent Age 43 New director nominee Committees Governance* Other Current Public Company Boards None * If elected, the Board expects to appoint Ms. Knapp to the Committee.

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Proposal 1. Election of Directors

	ELIO LEONI SCETI				Key Qualifications Mr. Leoni Sceti brings to the Board deep experience in the consumer goods sector, operations, marketing, product development, and disruptive and digital areas. Career Highlights • The Craftory, a global investment house for purpose-driven CPG challenger brands o Co-Founder, Chief Crafter, and Chairman (May 2018 to present) • Active investor in and advisor to early-stage tech companies (2010 to present) • Iglo Group, a frozen food company whose brands include Birds Eye, Findus, and Iglo o Chief Executive Officer (2013 to 2015) • EMI Group, a global music company o Chief Executive Officer (2008 to 2010) • Reckitt Benckiser Group plc, a home, health and personal care products company o Executive Vice President and Head of the European Operations (2006 to 2008) o Executive Vice President and Chief Marketing Officer, Global Head of Innovation (2001 to 2005) o Various marketing and management roles (1992 to 2001) • Procter & Gamble Company, a consumer packaged goods company o Various marketing roles (1988 to 1992)			Other Current Public Company Boards • Barry Callebaut AG, a global chocolate and cocoa products manufacturer o Director (December 2017 to present) • AB InBev o Independent Director (2014 to present) Other Current and Prior Boards • LSG Holdings Limited, an investment management company (2011 to present) • Various portfolio companies of The Craftory • Room to Read, UK Board, a charitable organization promoting education and gender equality (April 2019 to present) • One Young World, Board of Trustees, a global forum for young leaders from over 190 countries (2011 to present)
	Independent Age 56 Director since May 2020 Committees Audit* Compensation Other Current Public Company Boards 2 * If re-elected, the Board expects Mr. Leoni Sceti to step down from the Committee following the Annual Meeting.

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Proposal 1. Election of Directors

	SUSAN MULDER				Key Qualifications Ms. Mulder brings to the Board extensive experience in the consumer goods and retail sectors and direct-to-consumer e-commerce as well as knowledge of corporate governance and finance. Career Highlights • Timberland, an outdoor lifestyle brand and subsidiary of VF Corporation o Global Brand President (April 2021 to present) • Equality Asset Management, a private equity firm o Advisor (July 2018 to present) • Nic & Zoe Co., a women’s apparel company o Chief Executive Officer and Director (2012 to April 2021) • McKinsey & Company, a global management consulting firm o Senior Partner, specializing in marketing and organization (1996 to 2012)			Other Current Public Company Boards • None Other Current and Prior Boards • Sally Beauty Holdings, Inc. (2014 to January 2022) • Boston Children’s Hospital Philanthropic Board of Advisors (2005 to December 2021)
	Independent Age 51 Director since May 2020 Committees Audit Governance Other Current Public Company Boards None

	JAMES PARK				Key Qualifications Mr. Park brings to the Board deep expertise in technology and digital capabilities, as well as valuable experience in mergers and acquisitions and public company leadership. Career Highlights • Google LLC (“Google”), a subsidiary of Alphabet Inc., a global technology company o Vice President and General Manager, Fitbit (February 2021 to present) • Fitbit, Inc., a connected health and fitness company (acquired by Google in January 2021) o Chairman (2015 to January 2021) o Co-Founder, President, Chief Executive Officer, and Director (2007 to January 2021) • CNET Networks, Inc. (“CNET”), an online media company o Director of Product Development (2005 to 2007) • Wind-Up Labs, Inc., an online photo sharing company (acquired by CNET in 2005) o President and Co-Founder (2002 to 2005)			Other Current Public Company Boards • None Other Current and Prior Boards • Fitbit, Inc. (2007 to January 2021)
	Independent Age 45 New director nominee Committees Compensation* Other Current Public Company Boards None * If elected, the Board expects to appoint Mr. Park to the Committee.

Recommendation

The Board recommends that stockholders vote FOR each of the director nominees named for election in this Proxy Statement.

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				Corporate Governance and Board Matters

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 that articulate our governance philosophy, practices, and key policies, including:

•

the Board’s role, responsibilities, and structure

•

the establishment and responsibilities of the Committees of the Board

•

executive and director performance evaluations

•

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

We have a Code of Business Conduct and Ethics for Non-Employee Directors applicable to our non-employee directors and a Code of Conduct applicable to our employees (including our NEOs) and contingent and contract workers (together, the “Codes of Conduct”). The Codes of Conduct reflect our values and are designed to deter wrongdoing and to promote honest and ethical conduct, compliance with applicable laws, rules, and regulations, confidentiality of our proprietary information, and accountability. Our directors, employees, contingent and contract workers, partners, suppliers, and customers, as well as consumers can ask questions about our Codes of Conduct and other ethics and compliance issues, or report potential violations, through our Ethics Helpline, online or by phone, which is operated by an independent and multilingual third-party reporting specialist.

The Codes of Conduct are available on our website as provided under Corporate Governance Materials Available on Our Website on page 24. In the event we amend or waive any of the provisions of the Codes of Conduct applicable to our directors, principal executive officer, principal financial officer, principal accounting officer, or controller, we also intend to disclose such actions, as required, on our website.

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Corporate Governance Materials Available on Our Website

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

•

Corporate Governance Guidelines

•

Committee Charters

•

Codes 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 SEC.

		In addition, we will promptly deliver free of charge, upon request, a copy of the Corporate Governance Guidelines, Committee Charters, or Codes of Conduct to any stockholder requesting a copy.			Requests should be directed to:
								The Kraft Heinz Company Attention: Corporate Secretary 200 East Randolph Street Suite 7600 Chicago, Illinois 60601

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Key Corporate Governance Practices

Leadership			Stockholder Interests
Leadership Structure After combining the Chair and Chief Executive Officer roles following the Annual Meeting, we will continue to have an independent Lead Director, unaffiliated with our significant stockholders, with clearly defined and robust responsibilities. Executive Sessions At each Board meeting, our directors meet without our Chief Executive Officer or any other members of management present to discuss issues important to Kraft Heinz, including any matters regarding management. Special Meetings of the Board Our Amended and Restated By-Laws (“By-Laws”) allow our Chief Executive Officer, Chair, Vice Chair, majority of directors, or Chair of any Committee with the support of at least two other directors to call special meetings of the Board. Annual Performance Evaluations The Governance Committee develops and oversees an annual evaluation process for the Board and all Committees of the Board. Director Time Commitment We maintain a policy that limits directors’ service on the boards of other public companies to four or, for directors who are chief executive officers of public companies, two.			Majority Voting in Director Elections Our By-Laws provide that in uncontested elections director nominees must be elected by a majority of the votes cast. Annual Election of Directors Our stockholders vote to elect all directors annually. Stock Ownership Requirements Our stock ownership requirements are designed to align executive officers’ and directors’ interests with those of stockholders. Annual Say-on-Pay Votes We solicit stockholders’ advisory vote on executive compensation annually. Proactive Year-Round Engagement with Stockholders We reach out to our largest stockholders for engagement in the fall, in advance of our annual review of governance best practices, and in the spring, in advance of our Annual Meeting. In addition, we engage with investors and other stakeholders on an ongoing basis regarding various ESG matters. Special Meetings of Stockholders Our By-Laws allow stockholders of record of at least 20% of the voting power of our outstanding stock to call a special meeting of stockholders. Stockholder Action by Written Consent Our Second Amended and Restated Certificate of Incorporation allows stockholder action by written consent if signed by holders of not less than the minimum number of shares necessary to authorize such action at a meeting at which all shares of capital stock entitled to vote thereon were present and voted.

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Corporate Governance and Board Matters

Board Leadership Structure

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


	INDEPENDENT CHAIR*						VICE CHAIR
	Alexandre Behring						John T. Cahill
	The Chair of the Board is responsible for facilitating a highly functioning and effective Board, providing overall leadership, and encouraging open communications.						The Vice Chair of the Board assists the Chair and serves as chair when the Chair and Lead Director are unable to attend a meeting.

	INDEPENDENT LEAD DIRECTOR
	John C. Pope
	The Lead Director: • Approves Board meeting agendas, meeting schedules, and other information sent to the Board • Presides at all meetings at which the Chair is not present, including executive sessions of the independent directors, and, as appropriate, informs the Chair of the issues considered and decisions reached • Serves as a Board representative for communication with our largest stockholders, as appropriate • Serves as liaison between the Chair and the independent directors • Has the authority to call meetings of (i) the independent directors and (ii) the directors unaffiliated with Berkshire Hathaway and 3G Capital • Serves as an ex officio member of all Board Committees of which the Lead Director is not otherwise a member • Performs such other duties as the Board may from time-to-time delegate

* If Mr. Patricio is re-elected at the Annual Meeting, the Board expects to combine
the roles of Chair and Chief Executive Officer and appoint Mr. Patricio as Chair
of the Board.

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.

In 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. In nominating Mr. Pope as our independent Lead Director, the Board considered his deep understanding of our business and industry.

This year, after it was determined that Mr. Behring, our current Chair, would not stand for re-election, the Board decided that, provided Mr. Patricio is elected at the Annual Meeting, it intends to combine the roles of Chair and Chief Executive Officer and appoint Mr. Patricio to the role, effective at the Annual Meeting. The Board thoroughly considered a range of factors, including, among others, our strategic priorities, the complexity and global nature of our business, Mr. Patricio’s knowledge of the industry, the various capabilities of our directors, the highly independent composition of the Board, the meaningful responsibilities of the independent Lead Director, and the current environment of our industry. The Board has a high level of confidence in Mr. Patricio’s leadership and ability to work closely and transparently with our independent directors. Moreover, the Board believes that, in the role of Chair and Chief Executive Officer, Mr. Patricio is best positioned to be aware of key issues facing Kraft Heinz and to serve as a highly effective bridge between the Board and management. The Board concluded that a combined Chair and Chief Executive Officer role together with the strong independent leadership provided by our Lead Director and each of the three standing Board Committees, which

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consist solely of, and are chaired by, independent directors, provides an appropriate balance between effective independent oversight and strong, consistent leadership to drive execution of our enterprise strategy. Accordingly, the Board believes this structure serves the best interests of Kraft Heinz and our stockholders at this time.

The Board has not adopted a formal policy regarding the need to separate or combine the offices of Chair of the Board and Chief Executive Officer. We continue to believe it is important that the Board retains the discretion to determine the leadership structure that best serves the long-term interests of Kraft Heinz in the future, including separating the Chair and Chief Executive Officer roles as the Board deems appropriate. 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 was initially elected to serve as a director at our 2021 Annual Meeting of Stockholders and is nominated for re-election at the Annual Meeting.

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 three 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, she, or they serve. 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 Stock Market LLC (“Nasdaq”). 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 their exercise of independent judgment in carrying out their responsibilities as a director. The Board determined that, under Nasdaq rules, the following director nominees are independent:

•

Mr. Abel

•

Mr. Castro-Neves

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Ms. Fouché

•

Mr. Kenesey

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Ms. Knapp

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Mr. Leoni Sceti

•

Ms. Mulder

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Mr. Pope

•

Mr. Park

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Jorge Paulo Lemann, who decided not to stand for re-election at our 2021 Annual Meeting of Stockholders, and Alexandre Behring and Alexandre Van Damme, who decided not to stand for re-election at the Annual Meeting, were also determined to be independent during the periods in which they served. Mr. Cahill, the former Chief Executive Officer of Kraft and former consultant to Kraft Heinz, and Mr. Patricio, our Chief Executive Officer, are not independent; and, Mr. Zoghbi, our former Chief Operating Officer of the U.S. Commercial business and Advisor to Kraft Heinz’s Chief Executive Officer, who decided not to stand for re-election at our 2021 Annual Meeting of Stockholders, was not independent during the period he served.

In conducting its evaluations of Mr. Abel, Mr. Kenesey, and Ms. Knapp, the Board considered each individual’s affiliation with Berkshire Hathaway, which held approximately 26.6% of our outstanding common stock as of March 7, 2022, 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 15.1% of our outstanding common stock as of March 7, 2022, 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 and Mr. Castro-Neves, 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

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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 invests in 3G Kraft Heinz Company Holdings LP (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 effort and that it is critical to the success of the Company that directors have the ability to dedicate sufficient time and attention to their Kraft Heinz Board responsibilities. Therefore, our Corporate Governance Guidelines:

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Limit directors’ service on the boards of other public companies to four or, for directors who are chief executive officers of public companies, two

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Establish a requirement that the Board determine whether simultaneous service on more than three public company audit committees impairs a director’s ability to serve effectively on our Audit Committee

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Establish an expectation that directors consult with the Chair, the Lead Director, 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

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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

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

As of March 7, 2022, all directors are in compliance with this policy. Our 2022 director nominees currently serve on an average of 0.8 other public company boards. In addition, in 2021, our directors attended an average of 96% of Board and Committee meetings, and our Chair, Vice Chair, and Lead Director attended 100% of Board and Committee Meetings.

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 holders of 5% or more of our common stock 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:

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the commercial reasonableness of the transaction

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

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

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

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whether the transaction would violate any provision of our Codes of Conduct

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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, herself, or themself 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. with and into a wholly owned subsidiary of H.J. Heinz Holding Corporation. 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 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 has agreed 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 has agreed that for so long as 3G Global Food Holdings and its affiliates collectively own shares representing at least 33% but less than 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 two Kraft Heinz board nominees designated by 3G Global Food Holdings (three board nominees if they own at least 66% 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 46 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

Pursuant to an offer letter dated September 6, 2019, in 2021, Mr. Zoghbi received an annual base salary of $400,000 in connection with his role as Advisor to Kraft Heinz’s Chief Executive Officer, in addition to compensation for his

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services as a director, which included an annual cash retainer of $110,000, pro-rated for his length of service as a director. Mr. Zoghbi served as a director until our 2021 Annual Meeting of Stockholders on May 6, 2021 and as Advisor until August 20, 2021.

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.

Our Strategic Enterprise Risk Management (“SERM”) approach is an ongoing process effected at all levels of our operations and across business units and functions to identify, assess, monitor, manage, and mitigate risk, including risks related to cybersecurity issues and sustainability. Our SERM approach is designed to facilitate open communication between management and the Board to advance the Board’s and Committees’ understanding of our risk management process, how it is functioning, the participants in the process, key risks to our business and performance, and the information gathered through the approach.

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For additional information regarding the Committees of the Board and Committee membership and responsibilities, see below under Board Committees and Membership beginning on page 40. To learn more about risks facing the Company, see the factors described in Item 1A, Risk Factors in our 2021 Annual Report and those set forth in our future filings with the SEC. The risks described in the 2021 Annual Report and subsequent filings with the SEC are not the only risks facing us. Additional risks and uncertainties not currently known or that may currently be deemed to be immaterial based on the information known to us may also materially adversely affect our business, financial condition, or results of operations.

Environmental Social Governance

We see ourselves as global citizens 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.

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ESG 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.

	Board of Directors PROVIDES OVERSIGHT • Oversees our global ESG strategy and objectives, including our activities and opportunities, as well as related risks. • Engages at least annually with management to review all significant policies, processes, and commitments, with additional updates and engagement as necessary. In July 2021, ESG oversight responsibilities shifted from the Operations and Strategy Committee, which was dissolved, to the full Board. We believe the full Board’s responsibility for consideration and oversight of critical ESG issues enhances our sustainability efforts, which are a critical component of our overall enterprise strategy.


	Chief Executive Officer PROVIDES EXECUTIVE SUPPORT • Collaborates with select members of the Executive Leadership Team on oversight and executional leadership on strategies. • Has an annual performance goal that tracks our ESG performance.


	Executive Vice President, Global General Counsel, and Chief Sustainability and Corporate Affairs Officer; Corporate Secretary • Oversees global ESG strategy, reports to the Chief Executive Officer, and collaborates with our ESG Team to establish and lead plan implementation. • Has an annual performance goal that tracks our ESG performance.


	Quarterly Business Reviews • Quarterly Business Review meetings with members of the Executive Leadership Team.


	ESG Steering Group • Provides cross-functional, upper-level management input on ESG practices and policies.


	ESG Subcommittees • Provide high-touch engagement, track emergent issues, and drive collaboration, transparency, and continuous improvement toward initiatives. • Hold monthly workgroups in:
	o Product Health o Sustainable Agriculture o Responsible Sourcing o Sustainable Manufacturing			o Sustainable Packaging o Animal Welfare o Corporate and Government Affairs o Communications


	ESG Team • Directs the design, development, execution, and continuous improvement of our global ESG strategy, goals, and initiatives. • Engages with key stakeholders and leads the ESG Steering Group.

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Our Strategy and Approach

OUR PILLARS

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

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STAKEHOLDER ENGAGEMENT

To inform and continuously improve our ESG strategy, we engage a variety of stakeholders. We believe our stakeholder engagement strengthens our understanding of important environmental, social, and governance issues, which helps us set priorities. Our global stakeholder network consists of internal and external people and parties whose support is critical to the long-term success of our business or who are materially impacted by our business operations, including:

stockholders | customers | employees | nongovernmental organizations (NGOs)

industry associations | governmental and regulatory entities | consumers | suppliers

ESG MATERIALITY ASSESSMENT

We conduct a comprehensive ESG materiality assessment every three to five years. Our ESG materiality assessment enables us to identify and prioritize the issues that are of greatest concern to our stakeholders and that are relevant to 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.

MATRIXED APPROACH

We have imbedded ESG principles throughout our business, including our commercial and procurement efforts, creating a matrixed approach that we believe establishes a strong foundation for the achievement of our ESG goals while driving results for the Company. In addition, we have established ESG-related key performance indicators (KPIs) for our Chief Executive Officer; Executive Vice President, Global General Counsel, and Chief Sustainability and Corporate Affairs Officer; Corporate Secretary; Executive Vice President and Global Chief Procurement Officer; Executive Vice President and Global Chief Supply Chain Officer; and, for 2021, more than 750 other executives and employees throughout the business.

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Key Progress and Achievements

In October 2021, we released our 2021 ESG Report, which shares our latest goals and our progress through the end of 2020. In a landscape of multiple global challenges, including the pandemic and worldwide demands for social justice and racial equality, we believe we made significant progress against our ESG goals through the end of 2020, including:

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Looking to the Future

Looking ahead, we are committed to holding ourselves to a higher standard, stepping up to the plate to boldly address the challenges ahead, including in the following areas important to us and our stakeholders.

				Recognizing the ongoing threat of climate change, we continue to address our environmental footprint across our value chain. We aim to set a science-based target for greenhouse gas emissions, in line with the Science Based Targets initiative’s (SBTi) 1.5º Celsius climate change trajectory, by 2023, and to be carbon neutral by 2050. As part of these goals, we have also publicly disclosed the entirety of our value chain’s greenhouse gas emissions, as verified by a third-party consulting firm.
				We are also committed to working with our key agricultural commodity growers to help both mitigate and adapt to the impacts of climate change, while also promoting more sustainable practices. We’ve initially launched this work with our tomato growers and more information on our progress in this area will be published in future ESG reports.

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Our Commitment to Transparency

We are committed to providing transparency regarding our sustainability initiatives and progress to our stockholders and other stakeholders, including through our annual ESG reports.

Our 2021 ESG Report was prepared utilizing the Global Reporting Initiative (GRI) Sustainability Standard and aligned to the general principles of the Sustainability Accounting Standards Board (SASB) for food and beverage companies, as well as the Task Force on Climate-related Financial Disclosure (TCFD).

In addition to our annual ESG reports, we provide information on our ESG strategy and progress and related policies and principles on our website at:

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www.kraftheinzcompany.com/esg

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 SEC.

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Investor Engagement

We view our relationship with stockholders as a critical component of our success. Investor engagement informs and improves our decision-making, creating long-term value for Kraft Heinz and our stockholders. We are committed to maintaining regular investor engagement and to incorporating stockholder input in our strategies and programs, including our executive compensation program.

Since our 2021 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.

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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:

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better understanding the concerns and perspectives of our stockholders;

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providing clarity on our executive compensation program in the prior year; and

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

In response to stockholder feedback, in 2020, we made the following changes that became effective in 2021:

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2022 Engagement Highlights

Investors provided positive feedback regarding our executive compensation program changes that became effective in 2021, our ESG Report released in October 2021, and our related environmental sustainability goals and progress. In addition, investors expressed agreement with our overall compensation plan rationale and alignment of the Chief Executive Officer’s interests with those of stockholders.

	Overall Rationale and Plan Design			Key Facets of 2021 CEO Compensation
	Compensation program for executive officers is structured around pay for performance and meritocracy This is reflected in the pay mix with the focus on incentive and performance-based compensation			• Equity awards last granted in 2019 and not eligible to receive new equity awards until 2023 (other than matching RSUs granted through participation in Kraft Heinz’s Bonus Swap Program) • Financial interests strongly aligned with stockholders’ interests and pay for performance in two ways: o Significant personal investment reflecting his long-term investment in the Company—personally purchased $20 million shares of common stock at market price, agreed to hold until August 2023 o New hire inducement equity awards heavily weighted on at-risk, performance-based elements (63% of awards) • Two-thirds of 2021 target annualized compensation is performance-based and only realized upon achievement of pre-established performance goals and, in certain cases, additional vesting requirements

Communications with the Board

Information for stockholders and other parties interested in communicating with our Chair, 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, or obviously frivolous or inappropriate communications.

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				Board Committees and Membership

The Board has three standing Committees:

Audit

Compensation

Nominating and
Corporate Governance

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 24.

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 seven meetings in our 2021 fiscal year, and the Committees of the Board held a total of 20 meetings. In 2021, each incumbent director attended 82% or more of the aggregate of all meetings of the Board and the Committees on which, and during the period that, he, she, or they served. Directors are encouraged, but are not required, to attend our Annual Meeting of Stockholders. Four of our current directors attended our 2021 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 2021:

Committee Memberships

Directors

Independent

Audit

Compensation

Governance

Alexandre Behring, Chair

John T. Cahill, Vice Chair

John C. Pope, Lead Director

Gregory E. Abel

João M. Castro-Neves

Lori Dickerson Fouché

Timothy Kenesey

Elio Leoni Sceti

Susan Mulder

Miguel Patricio

Alexandre Van Damme

Meetings in 2021 7 Board

Committee Chair

Committee Member

Audit Committee Financial Expert

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In July 2021, the Board dissolved the Operations and Strategy Committee and shifted primary responsibility for the oversight of long-term strategy back to the full Board. The Operations and Strategy Committee held three meetings in 2021.

Audit Committee

	AUDIT COMMITTEE							Principal Responsibilities • Oversees our financial matters and strategy, the integrity of our financial statements, our accounting and financial reporting processes, our systems of internal control over financial reporting, and the safeguarding of our assets • Oversees our compliance with applicable legal and regulatory requirements, including our ethics and compliance programs, codes of conduct, and actual or alleged violations of the codes of conduct • Oversees our enterprise risk management program, including risk assessment and risk management guidelines, policies, and processes by which we manage risk, such as those related to major financial risk exposures, information technology, and cybersecurity • Oversees our independent auditors’ qualifications, independence, and performance, the performance of our internal audit function, our audit procedures, and our audit plan Ethics and Compliance Helpline The Audit Committee has established procedures for the receipt, retention, and treatment, on a confidential basis, of any complaints we receive. We encourage employees and third-party individuals and organizations to report concerns about our accounting controls, auditing, ethics, or compliance matters, or anything else that appears to involve financial or other wrongdoing. To report such matters online or find a local phone number to report by phone, including anonymously, visit www.KraftHeinzEthics.com.
	Members • John C. Pope, Chair • Lori Dickerson Fouché • Elio Leoni Sceti • Susan Mulder Audit Committee Financial Expert Meetings in 2021: 10
	Independence The Audit Committee consists entirely of directors who are independent and meet the requirements set forth in Nasdaq rules, Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Audit Committee Charter
	• The Board has determined that each Audit Committee member is able to read and understand fundamental financial statements • No Audit Committee member received any payments in 2021 from us other than compensation for service as a director

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Compensation Committee

COMPENSATION COMMITTEE

Principal Responsibilities

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Oversees our strategies and policies related to key human resources policies and practices, including diversity and inclusion, workplace environment and culture, and talent development and retention

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Establishes, reviews, and administers our compensation and benefits policies, including incentive-compensation and equity-based plans