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): September 12, 2019
The Kraft Heinz Company
(Exact name of registrant as specified in its charter)
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| | |
| Delaware | 001-37482 | 46-2078182 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
One PPG Place, Pittsburgh, Pennsylvania 15222
(Address of principal executive offices, including zip code)
(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:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| | |
| Title of each class | Trading Symbol | Name of exchange on which registered |
| Common stock, $0.01 par value | KHC | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (§230.405 of this chapter) or Rule 12b-2 of the Exchange Act (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
On September 12, 2019, we held our 2019 annual meeting of stockholders (the “2019 Annual Meeting”) in Pittsburgh, Pennsylvania. A total of 1,065,021,990 shares, or approximately 87.3% of our outstanding shares of common stock, were represented in person or by proxy at the 2019 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 2019. The stockholders did not approve the shareholder proposals presented at the 2019 Annual Meeting. The final voting results for the matters submitted to a stockholder vote at the 2019 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 | 907,289,210 | 18,247,454 | 1,444,639 | 138,040,687 |
| b. | Alexandre Behring | 891,479,634 | 34,058,200 | 1,443,469 | 138,040,687 |
| c. | Joao M. Castro-Neves | 892,810,856 | 32,638,880 | 1,531,567 | 138,040,687 |
| d. | Tracy Britt Cool | 897,342,200 | 28,200,554 | 1,438,549 | 138,040,687 |
| e. | John T. Cahill | 904,780,127 | 20,786,264 | 1,414,912 | 138,040,687 |
| f. | Feroz Dewan | 914,299,502 | 11,138,099 | 1,543,702 | 138,040,687 |
| g. | Jeanne P. Jackson | 908,912,407 | 16,622,186 | 1,446,710 | 138,040,687 |
| h. | Jorge Paulo Lemann | 891,798,616 | 33,685,322 | 1,497,365 | 138,040,687 |
| i. | John C. Pope | 897,837,971 | 27,648,778 | 1,494,554 | 138,040,687 |
| j. | Alexandre Van Damme | 908,573,527 | 16,893,414 | 1,514,362 | 138,040,687 |
| k. | George Zoghbi | 901,757,017 | 23,722,706 | 1,501,580 | 138,040,687 |
Item 2. Advisory vote to approve executive compensation.
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| | | |
| Shares For | Shares Against | Shares Abstain | Broker Non-Votes |
| 776,865,872 | 146,807,073 | 3,308,358 | 138,040,687 |
Item 3. Ratification of the selection of PricewaterhouseCoopers LLP as Kraft Heinz’s independent auditors for 2019.
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| | | |
| Shares For | Shares Against | Shares Abstain | Broker Non-Votes |
| 1,043,536,615 | 19,312,881 | 2,172,494 | N/A |
Item 4. Shareholder proposal related to protein diversification.
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| | | |
| Shares For | Shares Against | Shares Abstain | Broker Non-Votes |
| 29,510,913 | 885,923,369 | 11,547,021 | 138,040,687 |
Item 5. Shareholder proposal related to reducing synthetic pesticides.
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| | | |
| Shares For | Shares Against | Shares Abstain | Broker Non-Votes |
| 109,483,354 | 786,461,628 | 31,036,321 | 138,040,687 |
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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| September 12, 2019 | By: | /s/ Rashida La Lande |
| | | Rashida La Lande |
| | | Senior Vice President, Global General Counsel and Head of CSR and Government Affairs; Corporate Secretary |
