Form 8-K - Current report

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 18, 2023

Keurig Dr Pepper Inc.

(Exact name of registrant as specified in its charter)

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 (see General Instruction A.2. below):

☐ 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-14(c) under the Exchange Act (17 CFR 240.13e-14(c))

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 ☐

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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock

KDP

Nasdaq Stock Market LLC

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 20, 2023, Keurig Dr Pepper Inc. (the “Company” or “KDP”) announced the appointment of Timothy Cofer to the position of Chief Operating Officer, effective November 6, 2023. The Company expects that in the second quarter of 2024, Mr. Cofer will succeed Robert Gamgort as Chief Executive Officer of the Company, with Mr. Gamgort transitioning to the role of Executive Chairman at that time.

Mr. Cofer, 54, has served as the Chief Executive Officer of Central Garden & Pet, a public company in the pet and garden industries. Previously, he served as the Executive Vice President and Chief Growth Officer of Mondelēz International from 2016 to 2019, where he led the company’s consumer- and customer-facing global functions. Prior to that, he served in roles of increasing responsibility at Mondelēz International, Kraft Foods Group and Oscar Mayer Foods, with experience across a wide range of product categories, including coffee, chocolate and packaged food. Mr. Cofer holds a BA from St. Olaf College and an MBA from the University of Minnesota.

In connection with his appointment, the Company entered into a letter agreement with Mr. Cofer on September 18, 2023 (the “Letter Agreement”). Pursuant to the Letter Agreement, as Chief Operating Officer, Mr. Cofer will receive an annual base salary of $1,150,000 and will be eligible to receive an annual bonus at a target level of 125% of his base salary. He will be eligible to participate in the Company’s long-term equity incentive program with an annual award target value of $3,500,000. Mr. Cofer will also be required to participate in the Company’s Elite Investment Program, pursuant to which he will be required to invest $12,500,000 in shares of the Company; for each share he purchases, the Company will grant Mr. Cofer one matching RSU, which will vest on the fifth anniversary of the date of grant.

Mr. Cofer will also be granted the following, in recognition of forgone incentive compensation from his prior employer: (i) a one-time sign-on grant of RSUs with a grant date value of $7,000,000, which will vest 30% on the 18-month anniversary of the date of grant, 40% on the 30-month anniversary of the date of grant and 30% on the 42-month anniversary of the date of grant and (ii) a one-time cash sign-on bonus of $8,000,000, which, in the event of his voluntary resignation or termination for cause within one year of his start date, will be repayable to the Company 100%, or between the first and second year after his start date, will be repayable to the Company 50%.

The Letter Agreement provides that upon Mr. Cofer’s anticipated promotion to Chief Executive Officer, his annual base salary as Chief Executive Officer would be $1,250,000, with an annual bonus at a target level of 150% of his base salary. His annual award target value as Chief Executive Officer under the Company’s long-term equity incentive program is expected to be $4,000,000.

Mr. Cofer has no family relationship with any directors or executive officers of the Company, nor are there any arrangements or understandings between Mr. Cofer and any other persons pursuant to which he was selected as an officer of the Company. There are no related party transactions between Mr. Cofer and the Company reportable under Item 5.02 of Form 8-K and Item 404(a) of Regulation S-K.

A copy of the Company’s press release announcing the appointment of Mr. Cofer is furnished as Exhibit 99.1 to this Form 8-K.

Item 9.01. Financial Statements and Exhibits.


Exhibit No.						Description
99.1						Keurig Dr Pepper Inc. Press Release dated September 20, 2023 - "Keurig Dr Pepper Appoints Veteran CPG Executive as Chief Operating Officer and Announces Plan for CEO Succession"
104						Cover Page Interactive Data File, formatted in Inline XBRL and included as Exhibit 101

SIGNATURES

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.

KEURIG DR PEPPER INC.

Dated: September 22, 2023

By:

/s/ Anthony Shoemaker

Name:

Anthony Shoemaker

Title:

Chief Legal Officer, General Counsel and Secretary

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

Keurig Dr Pepper Appoints Veteran CPG Executive as Chief Operating Officer and Announces Plan for CEO Succession

Tim Cofer joins Company as COO, will assume CEO role in Q2 2024

Chairman & CEO Bob Gamgort will guide transition and then serve as Executive Chairman

BURLINGTON, Mass. and FRISCO, Texas, Sept. 20, 2023 -- Keurig Dr Pepper Inc. (NASDAQ: KDP) today announced the appointment of Tim Cofer as Chief Operating Officer, reporting to Chairman & CEO Bob Gamgort, as a key step in the Company’s CEO succession plan. Cofer, who will join KDP on Nov. 6, 2023, will work side by side with Gamgort while in a COO capacity, with a planned transition to CEO in the second quarter of 2024. Gamgort will serve as Executive Chairman of KDP after the transition occurs.

Cofer is a seasoned consumer packaged goods executive, with more than 30 years of multinational experience and a strong track record of driving growth, leading transformations and creating shareholder value. He currently serves as CEO of Central Garden & Pet Company (NASDAQ: CENT) (NASDAQ: CENTA) (Central), where he has overseen a multi-year period of double-digit revenue and profit growth and a series of strategic acquisitions.

Prior to joining Central in 2019, Cofer spent more than 25 years with Mondelēz International and its predecessor company, Kraft Foods, with responsibility across a wide range of product categories, including coffee, chocolate and packaged food. In his last position as EVP and Chief Growth Officer, he was a critical architect behind the company’s successful growth strategy. He previously led several global regions, including as President of Asia Pacific, Middle East & Africa Mondelēz International and President of Kraft Foods Europe. In his U.S.-focused roles of President of Kraft Pizza Company and President of Oscar Mayer Foods, he oversaw manufacturing and distribution operations, including a nationwide direct store delivery network. He also led the global integration of Kraft and Cadbury, delivering on the merger’s strategic and financial objectives while nurturing a combined high-performing culture.

KDP’s succession plan provides for a robust transition period, during which Cofer will help drive the Company’s strategic growth agenda and oversee operations with Gamgort. Collaborating with KDP’s Executive Leadership Team (ELT), Cofer will play a significant leadership role in each of the Company’s business segments.

Commenting on the announcement, Gamgort stated, "Tim is the ideal person to lead KDP in its next chapter. With his background as a successful public company CEO and a veteran CPG executive, Tim steps into this role with the experience and capabilities that will propel KDP’s growth journey. I’m fully committed, as is our entire ELT, to supporting Tim as he prepares to assume the CEO role. When the transition occurs, I will lead the Board of Directors as Executive Chairman.”

"I’m passionate about leading great companies, building iconic brands and developing exceptional people and teams, which, when combined, generate significant shareholder value,” stated Cofer. “KDP is uniquely positioned as a pure-play beverage company with powerful brand equities in attractive categories, shepherded by an incredible team. I’m honored and excited to add to its legacy.”

KDP Lead Independent Director Paul Michaels stated, "The process the Board took in evaluating KDP’s next CEO was thoughtful and comprehensive, including the consideration of internal and external candidates. We are confident that Tim’s extensive CPG experience and growth-oriented leadership will make him a very strong next CEO of KDP."

ABOUT KEURIG DR PEPPER

Keurig Dr Pepper (KDP) is a leading beverage company in North America, with annual revenue of more than $14 billion and approximately 28,000 employees. KDP holds leadership positions in liquid refreshment beverages, including soft drinks, specialty coffee and tea, water, juice and juice drinks and mixers, and markets the #1 single serve coffee brewing system in the U.S. and Canada. The Company's portfolio of more than 125 owned, licensed and partner brands is designed to satisfy virtually any consumer need, any time, and includes Keurig®, Dr Pepper®, Canada Dry®, Clamato®, CORE®, Green Mountain Coffee Roasters®, Mott's®, Snapple®, and The Original Donut Shop®. Through its powerful sales and distribution network, KDP can deliver its portfolio of hot and cold beverages to nearly every point of purchase for consumers. The Company's Drink Well. Do Good. corporate responsibility platform is focused on the greatest opportunities for impact in the environment, its supply chain, the health and well-being of consumers and with its people and communities. For more information, visit www.keurigdrpepper.com.

Contacts:

Media:

Katie Gilroy

T: 781-418-3345/ katie.gilroy@kdrp.com

Investors:

Jane Gelfand

T: 888-340-5287 / jane.gelfand@kdrp.com

Chethan Mallela

T: 888-340-5287 / chethan.mallela@kdrp.com

Cover Document	Sep. 18, 2023
Cover [Abstract]
Entity Central Index Key	0001418135
Entity Incorporation, State or Country Code	DE
Document Type	8-K
Entity Registrant Name	Keurig Dr Pepper Inc.
Entity File Number	001-33829
Entity Tax Identification Number	98-0517725
Entity Address, Address Line One	53 South Avenue
Entity Address, City or Town	Burlington
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01803
City Area Code	781
Local Phone Number	418-7000
Title of 12(b) Security	Common stock
Trading Symbol	KDP
Security Exchange Name	NASDAQ
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Document Period End Date	Sep. 18, 2023