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): April 19, 2017
The Kraft Heinz Company
(Exact name of registrant as specified in its charter)
Commission File Number: 001-37482
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| Delaware | | 46-2078182 |
| (State or other jurisdiction of incorporation) | | (IRS Employer Identification No.) |
One PPG Place, Pittsburgh, Pennsylvania 15222
(Address of principal executive offices, including zip code)
(412) 456-5700
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07. Submission of Matters to a Vote of Security Holders.
On April 19, 2017, we held our 2017 annual meeting of stockholders (the “2017 Annual Meeting”) in Pittsburgh, Pennsylvania. A total of 1,137,858,877 shares, or approximately 93.5% of our outstanding shares of common stock, were represented in person or by proxy at the 2017 Annual Meeting. The stockholders elected all eleven of the director nominees; approved our named executive officers’ compensation; and ratified the selection of PricewaterhouseCoopers LLP as our independent auditors for 2017. Item 4, the shareholder proposal related to sustainability and nutrition, was withdrawn by the proponent and, consequently, not presented at the 2017 Annual Meeting. The stockholders did not approve the shareholder proposals presented at the 2017 Annual Meeting. The final voting results for the matters submitted to a stockholder vote at the 2017 Annual Meeting are set forth below:
Item 1. Election of Directors.
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| Director | Shares For | Shares Against | Shares Abstain | Broker Non-Votes |
| a. | Gregory E. Abel | 1,034,925,102 | 4,013,561 | 1,430,752 | 97,489,462 |
| b. | Alexandre Behring | 1,021,291,243 | 16,237,408 | 2,840,764 | 97,489,462 |
| c. | Warren E. Buffett | 1,034,782,262 | 4,372,205 | 1,214,948 | 97,489,462 |
| d. | John T. Cahill | 1,033,948,062 | 5,096,366 | 1,324,987 | 97,489,462 |
| e. | Tracy Britt Cool | 1,035,155,308 | 3,801,294 | 1,412,813 | 97,489,462 |
| f. | Feroz Dewan | 1,036,473,110 | 2,487,259 | 1,409,046 | 97,489,462 |
| g. | Jeanne P. Jackson | 1,012,552,574 | 26,520,463 | 1,296,378 | 97,489,462 |
| h. | Jorge Paulo Lemann | 1,024,419,049 | 14,414,359 | 1,536,007 | 97,489,462 |
| i. | Mackey J. McDonald | 1,034,479,913 | 4,567,676 | 1,321,826 | 97,489,462 |
| j. | John C. Pope | 1,029,533,433 | 9,544,782 | 1,291,200 | 97,489,462 |
| k. | Marcel Herrmann Telles | 1,024,935,571 | 13,958,413 | 1,475,431 | 97,489,462 |
Item 2. Advisory vote to approve executive compensation.
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| Shares For | Shares Against | Shares Abstain | Broker Non-Votes |
| 968,110,321 | 69,758,290 | 2,500,804 | 97,489,462 |
Item 3. Ratification of the selection of PricewaterhouseCoopers LLP as Kraft Heinz’s independent auditors for 2017.
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| Shares For | Shares Against | Shares Abstain | Broker Non-Votes |
| 1,132,072,236 | 4,256,476 | 1,530,165 | — |
Item 4. The shareholder proposal related to sustainability and nutrition was withdrawn by the proponent and, consequently, not presented at the 2017 Annual Meeting.
Item 5. Shareholder proposal related to packaging.
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| Shares For | Shares Against | Shares Abstain | Broker Non-Votes |
| 133,989,146 | 891,934,922 | 14,445,347 | 97,489,462 |
Item 6. Shareholder proposal related to deforestation.
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| Shares For | Shares Against | Shares Abstain | Broker Non-Votes |
| 132,184,066 | 879,927,572 | 28,257,777 | 97,489,462 |
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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| | The Kraft Heinz Company |
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| Date: April 21, 2017 | By: | /s/ James J. Savina |
| | | James J. Savina |
| | | Senior Vice President, Global General Counsel and Corporate Secretary |
