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): November 1, 2023

PepsiCo, Inc.

(Exact name of registrant as specified in its charter)

North Carolina

1-1183

13-1584302

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

700 Anderson Hill Road, Purchase, New York 10577

(Address of principal executive offices and Zip Code)

Registrant’s telephone number, including area code: (914) 253-2000

N/A

(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 Securities Exchange Act of 1934:

Title of each class

Trading Symbols

Name of each exchange on which registered

Common Stock, par value 1-2/3 cents per share

PEP

The Nasdaq Stock Market LLC

0.250% Senior Notes Due 2024

PEP24

The Nasdaq Stock Market LLC

2.625% Senior Notes Due 2026

PEP26

The Nasdaq Stock Market LLC

0.750% Senior Notes Due 2027

PEP27

The Nasdaq Stock Market LLC

0.875% Senior Notes Due 2028

PEP28

The Nasdaq Stock Market LLC

0.500% Senior Notes Due 2028

PEP28a

The Nasdaq Stock Market LLC

3.200% Senior Notes Due 2029

PEP29

The Nasdaq Stock Market LLC

1.125% Senior Notes Due 2031

PEP31

The Nasdaq Stock Market LLC

0.400% Senior Notes Due 2032

PEP32

The Nasdaq Stock Market LLC

0.750% Senior Notes Due 2033

PEP33

The Nasdaq Stock Market LLC

3.550% Senior Notes Due 2034

PEP34

The Nasdaq Stock Market LLC

0.875% Senior Notes Due 2039

PEP39

The Nasdaq Stock Market LLC

1.050% Senior Notes Due 2050

PEP50

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 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. ¨

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

On November 1, 2023, Hugh F. Johnston notified PepsiCo, Inc. (the “Company”) of his intent to resign from the Company, effective November 30, 2023. On November 5, 2023, the Company appointed James (“Jamie”) Caulfield, 64, currently Senior Vice President, Chief Financial Officer, PepsiCo Foods North America, to assume the role of Executive Vice President and Chief Financial Officer of the Company, effective November 30, 2023.

Mr. Caulfield has served as Senior Vice President, Chief Financial Officer, PepsiCo Foods North America since September 2019. Prior to that, in his over 30 years with PepsiCo, Mr. Caulfield served as PepsiCo’s Senior Vice President, Investor Relations from 2011 to 2019 and held a succession of roles in Finance across Frito-Lay, Financial Planning and Analysis, Mergers and Acquisitions, Corporate Strategy and Development, and North America Beverages, where he was Chief Financial Officer for Canada.

At the time of this report, the Company has not entered into any compensation arrangements with Mr. Caulfield in connection with the announcement described above.

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.


	PEPSICO, INC.

Date: November 6, 2023	By:	/s/ Cynthia A. Nastanski
	Name:	Cynthia A. Nastanski
	Title:	Senior Vice President, Corporate Law and Deputy Corporate Secretary

Document and Entity Information Document	Nov. 01, 2023
Document and Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Nov. 01, 2023
Entity Registrant Name	PepsiCo, Inc.
Entity Incorporation, State or Country Code	NC
Entity File Number	1-1183
Entity Tax Identification Number	13-1584302
Entity Address, Address Line One	700 Anderson Hill Road
Entity Address, City or Town	Purchase
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10577
City Area Code	914
Local Phone Number	253-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000077476
Amendment Flag	false
Common Stock
Document and Entity Information [Line Items]
Title of 12(b) Security	Common Stock, par value 1-2/3 cents per share
Trading Symbol	PEP
Security Exchange Name	NASDAQ
Zero Point Two Five Percent Notes Due 2024 [Member]
Document and Entity Information [Line Items]
Title of 12(b) Security	0.250% Senior Notes Due 2024
Trading Symbol	PEP24
Security Exchange Name	NASDAQ
Two Point Six Two Five Percent Notes Due 2026
Document and Entity Information [Line Items]
Title of 12(b) Security	2.625% Senior Notes Due 2026
Trading Symbol	PEP26
Security Exchange Name	NASDAQ
Zero Point Seven Five Percent Notes Due 2027
Document and Entity Information [Line Items]
Title of 12(b) Security	0.750% Senior Notes Due 2027
Trading Symbol	PEP27
Security Exchange Name	NASDAQ
Zero Point Eight Seven Five Percent Notes Due 2028
Document and Entity Information [Line Items]
Title of 12(b) Security	0.875% Senior Notes Due 2028
Trading Symbol	PEP28
Security Exchange Name	NASDAQ
Zero Point Five Percent Notes Due 2028 [Member]
Document and Entity Information [Line Items]
Title of 12(b) Security	0.500% Senior Notes Due 2028
Trading Symbol	PEP28a
Security Exchange Name	NASDAQ
One Point One Two Five Percent Notes Due 2031
Document and Entity Information [Line Items]
Title of 12(b) Security	1.125% Senior Notes Due 2031
Trading Symbol	PEP31
Security Exchange Name	NASDAQ
Zero Point Four Percent Notes Due 2032
Document and Entity Information [Line Items]
Title of 12(b) Security	0.400% Senior Notes Due 2032
Trading Symbol	PEP32
Security Exchange Name	NASDAQ
Zero Point Seven Five Zero Percent Notes Due 2033
Document and Entity Information [Line Items]
Title of 12(b) Security	0.750% Senior Notes Due 2033
Trading Symbol	PEP33
Security Exchange Name	NASDAQ
Zero Point Eight Seven Five Percent Notes Due 2039
Document and Entity Information [Line Items]
Title of 12(b) Security	0.875% Senior Notes Due 2039
Trading Symbol	PEP39
Security Exchange Name	NASDAQ
One Point Zero Five Percent Notes Due 2050
Document and Entity Information [Line Items]
Title of 12(b) Security	1.050% Senior Notes Due 2050
Trading Symbol	PEP50
Security Exchange Name	NASDAQ
Three Point Two Percent Notes Due 2029
Document and Entity Information [Line Items]
Title of 12(b) Security	3.200% Senior Notes Due 2029
Trading Symbol	PEP29
Security Exchange Name	NASDAQ
Three Point Five Five Percent Notes Due 2034
Document and Entity Information [Line Items]
Title of 12(b) Security	3.550% Senior Notes Due 2034
Trading Symbol	PEP34
Security Exchange Name	NASDAQ