UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 11, 2019 (June 7, 2019)
Keurig Dr Pepper Inc.
(Exact name of registrant as specified in its charter)
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| | | | |
| | | | | |
| Delaware | | 001-33829 | | 98-0517725 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
53 South Avenue, Burlington, Massachusetts 01803
(Address of principal executive offices, including zip code)
781-418-7000
(Registrant’s telephone number including area code)
Not Applicable
(Former name or former address if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-14(c) under the Exchange Act (17 CFR 240.13e-14(c))
Securities registered pursuant to Section 12(b) of the Act:
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| | | | |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common stock | | KDP | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 7, 2019, at the Annual Meeting of Stockholders (the "Annual Meeting") of Keurig Dr Pepper Inc. (the "Company"), the Company’s stockholders approved the Omnibus Stock Incentive Plan of 2019 (the "2019 Plan"), which provides for a variety of types of awards, including options, stock appreciation rights, stock awards (including restricted stock and restricted stock units) and performance awards. An aggregate of 25,000,000 additional shares of the Company’s common stock have been reserved for issuance under the 2019 Plan, plus the number of shares that remain available for grant under the Company’s Omnibus Stock Incentive Plan 2009 (the "2009 Stock Plan") as of June 7, 2019 (the "Effective Date"), plus the number of shares that are subject to or underlie awards which expire or for any reason are cancelled, terminated, forfeited, fail to vest, or for any other reason are not paid or delivered in shares under the 2009 Stock Plan following the Effective Date, except for the shares surrendered or withheld as payment of either the exercise price of an award and/or withholding taxes in respect of such an award.
The description in the first paragraph of this Item 5.02 is qualified in its entirety by reference to the 2019 Plan filed as Exhibit 10.1 to this Current Report on Form 8-K. For a more complete description of the 2019 Plan, please refer to Proposal 4: 2019 Omnibus Stock Incentive Plan in the Company’s proxy statement filed with the Securities and Exchange Commission in connection with the Annual Meeting.
Item 5.07. Submission of Matters to a Vote of Security Holders
On June 7, 2019, the Company held its Annual Meeting via the internet at www.virtualshareholdermeeting.com/KDP2019. The matters voted upon at the Annual Meeting and the results are set forth below:
Proposal 1: Election of Directors
At the Annual Meeting, stockholders approved the election of the following directors to hold office for a one-year term and until their respective successors shall have been duly elected and qualified.
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| | | | | | | | | | | |
| | For | | Against | | Abstentions | | Broker Non-Votes |
| Robert Gamgort | 1,345,680,264 |
| | 28,341,741 |
| | 530,769 |
| | 13,866,872 |
|
| Olivier Goudet | 1,339,908,842 |
| | 34,580,719 |
| | 63,213 |
| | 13,866,872 |
|
| Peter Harf | 1,314,585,944 |
| | 59,901,745 |
| | 65,085 |
| | 13,866,872 |
|
| Genevieve Hovde | 1,368,703,767 |
| | 5,786,332 |
| | 62,675 |
| | 13,866,872 |
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| Anna-Lena Kamenetzky | 1,340,151,013 |
| | 34,337,295 |
| | 64,466 |
| | 13,866,872 |
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| Paul S. Michaels | 1,371,333,408 |
| | 3,153,013 |
| | 66,353 |
| | 13,866,872 |
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| Pamela Patsley | 1,371,401,269 |
| | 3,100,395 |
| | 51,110 |
| | 13,866,872 |
|
| Gerhard Pleuhs | 1,340,265,870 |
| | 34,222,336 |
| | 64,568 |
| | 13,866,872 |
|
| Fabien Simon | 1,340,040,063 |
| | 34,448,350 |
| | 64,361 |
| | 13,866,872 |
|
| Robert Singer | 1,372,049,799 |
| | 2,440,540 |
| | 62,435 |
| | 13,866,872 |
|
| Dirk Van de Put | 1,315,151,591 |
| | 59,334,392 |
| | 66,791 |
| | 13,866,872 |
|
| Larry D. Young | 1,340,220,532 |
| | 34,273,553 |
| | 58,689 |
| | 13,866,872 |
|
Proposal 2: Approval of the Ratification Proposal
At the Annual Meeting, the stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.
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| | | | | | | |
| For | | Against | | Abstentions |
| 1,388,112,295 |
| | 222,614 |
| | 84,737 |
|
Proposal 3: Approval of the Advisory Resolution on Executive Compensation
At the Annual Meeting, the stockholders approved the advisory resolution on Named Executive Officer Compensation.
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| | | | | | | | | | |
| For | | Against | | Abstentions | | Broker Non-Votes |
| 1,370,085,080 |
| | 3,647,052 |
| | 820,642 |
| | 13,866,872 |
|
Proposal 4: Approval of the 2019 Omnibus Stock Incentive Plan
At the Annual Meeting, the stockholders approved the Keurig Dr Pepper Inc. 2019 Omnibus Incentive Plan.
|
| | | | | | | | | | |
| For | | Against | | Abstentions | | Broker Non-Votes |
| 1,340,829,825 |
| | 33,609,809 |
| | 113,140 |
| | 13,866,872 |
|
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed herewith:
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| | |
| Exhibit No. | | Description |
| | | |
| | Keurig Dr Pepper Inc. Omnibus Stock Incentive Plan of 2019 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | KEURIG DR PEPPER INC. | |
| Dated: June 11, 2019 | | |
| | By: | /s/ James L. Baldwin | |
| | | Name: | James L. Baldwin | |
| | | Title: | Chief Legal Officer, General Counsel and Secretary |
