PepsiCo (PEP) Proxy filing summary

Executive summary

• Focused on reigniting North America, expanding international presence, and growing away-from-home business over the next year.

• Continued investments in brand strength, innovation, technology, and manufacturing modernization since 2018.

• Announced 54th consecutive annualized dividend increase, effective with June 2026 payment.

• Board actively oversees long-term strategy, risk, and succession planning, with ongoing refreshment and new director nominee for 2026.

Voting matters and shareholder proposals

• Shareholders to vote on election of 13 directors, ratification of KPMG as auditor, advisory approval of executive compensation, and three shareholder proposals.

• Board recommends FOR all director nominees, auditor ratification, and executive compensation; AGAINST all shareholder proposals.

• Shareholder proposals include calls for an independent board chair, a report on human rights oversight, and a report on animal welfare in the supply chain.

Board of directors and corporate governance

• Board comprises 13 nominees with diverse backgrounds, 12 of whom are independent.

• Average director age is 64, average tenure is 9.5 years; 38% female, 31% racially/ethnically diverse.

• Board succession planning includes annual assessments, mandatory retirement at 75, and regular refreshment.

• Cesar Conde elected as next Presiding Director, effective after 2026 meeting.

• Four standing committees: Audit, Compensation, Nominating and Corporate Governance, Sustainability and Public Policy—all independent.

• Corporate governance policies updated regularly based on shareholder feedback, including limits on board service and explicit oversight of food safety and cybersecurity.