The Kraft Heinz Company (KHC) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 14, 2026, with four key proposals for shareholder vote, including director elections, executive compensation, incentive plan approval, and auditor ratification.

• 2025 performance was below expectations due to industry headwinds and execution issues, but strong free cash flow and momentum in select portfolios provide optimism for future growth.

• Leadership transitions include the appointment of a new CEO, Steve Cahillane, and new board members, with a focus on business turnaround and strategic investment.

• The company paused a planned separation to invest $600 million in marketing, sales, and product development to drive recovery and growth.

Voting matters and shareholder proposals

• Election of 10 directors for one-year terms; board recommends voting for all nominees.

• Advisory vote on executive compensation, approval of the amended 2020 Omnibus Incentive Plan, and ratification of PricewaterhouseCoopers LLP as independent auditors.

• Shareholders can vote online, by phone, mail, or during the virtual meeting.

Board of directors and corporate governance

• Board comprises 10 nominees with diverse backgrounds and 90% independence; three new directors added in 2025.

• Board leadership separated between independent Chair and CEO roles.

• Committees (Audit, Compensation, Governance) are fully independent and conduct annual evaluations.

• Robust director selection, orientation, and ongoing education processes in place.

• Stockholder engagement is year-round, with feedback informing governance and compensation practices.