Pepsico Inc

1. 1

   Election of 13 Director Nominees Named in This Proxy Statement

   ManagementBoard: FOR

   Election of 13 nominated directors to serve until the next annual meeting.

2. 2

   Ratification of Appointment of KPMG LLP as our Independent Registered Public Accounting Firm for Fiscal Year 2026

   ManagementBoard: FOR

   Ratify KPMG as PepsiCo’s independent registered public accounting firm for fiscal year 2026.

3. 3

   Advisory Approval of the Company’s Executive Compensation

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement.

   More detail

   This non-binding advisory proposal asks shareholders to approve the compensation disclosed for named executive officers, reflecting PepsiCo’s pay-for-performance program linking pay to financial and strategic metrics. Management seeks shareholder endorsement to demonstrate support for its executive compensation program design and incentives, which include PSUs, RSUs, annual cash incentives, and governance features like clawbacks and stock ownership requirements. The Compensation Committee recommends a “FOR” vote, noting shareholder engagement, rigorous target-setting, and program changes for 2026 to strengthen alignment with shareholder interests, including moving to stock-denominated LTI awards and adding RSUs for retention. Shareholders’ advisory approval is non-binding but considered in future decisions; PepsiCo emphasizes its prior high levels of shareholder support and intends to continue engagement on compensation matters.

4. 4

   Shareholder Proposal - Independent Board Chair

   Shareholder — National Legal and Policy CenterBoard: AGAINST

   Request the Board adopt a policy requiring separation of Chairman and CEO and preference for an independent chair, and amend governing documents if necessary.

   More detail

   This shareholder proposal, submitted by National Legal and Policy Center, requests PepsiCo adopt a policy separating the roles of Chair and CEO and prefer an independent chair, asserting that dual roles weaken governance and citing proxy adviser and industry research support. The Board opposes, arguing flexibility to choose the best leadership structure, that a strong Presiding Director provides independent oversight, that shareholders have previously rejected similar proposals, and that the current combined structure with a robust Presiding Director and independent committees best serves shareholders; the management response details the Presiding Director’s duties and prior shareholder vote outcomes. The dispute centers on governance philosophy (fixed separation vs. board flexibility) and investor preferences, with prior votes indicating shareholder support for PepsiCo’s current approach.

5. 5

   Shareholder Proposal - Report on Human Rights Oversight

   Shareholder — Mercy Investment Services, Inc.Board: AGAINST

   Request that the Board issue a report assessing effectiveness in upholding human rights standards across direct, franchise and value chain relationships, omitting proprietary information.

   More detail

   This shareholder proposal from Mercy Investment Services requests a report evaluating PepsiCo’s human rights oversight across direct operations, franchisees, and value chains, highlighting alleged abuses and regulatory risks and seeking transparency on oversight, remediation, and effectiveness. Management opposes, arguing PepsiCo already maintains robust human rights policies, due diligence, grievance mechanisms, Board oversight via the Sustainability and Public Policy Committee, and public disclosures including a Modern Slavery statement, making the requested report duplicative. The contention centers on whether existing disclosures and processes provide sufficient transparency and evidence of effective oversight and remediation, especially in high-risk regions and commodities.

6. 6

   Shareholder Proposal - Report Evaluating the Treatment of Animals within Supply Chain

   Shareholder — People for the Ethical Treatment of Animals (PETA) on behalf of Kerry MastersBoard: AGAINST

   Request a report evaluating whether animal treatment in the supply chain complies with PepsiCo policies, supplier code, and local laws, including farm-level operations and third-party franchisees.

   More detail

   This shareholder proposal, submitted by PETA on behalf of Kerry Masters, asks PepsiCo to issue a report evaluating whether animal treatment in its supply chain complies with its Global Animal Welfare Policy, Supplier Code of Conduct, and local laws, citing alleged abuses in India’s sugarcane industry and urging action to eliminate animal labor and improve supplier practices. Management opposes, arguing PepsiCo has appropriate policies, grievance mechanisms, and has engaged with stakeholders including PETA and local bottlers, noting limited direct sourcing exposure; the core dispute concerns whether existing mechanisms provide sufficient transparency and oversight or whether a dedicated report is warranted.

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When is the Pepsico Inc 2026 annual meeting?

Pepsico Inc (PEP) holds its 2026 annual shareholder meeting on Wednesday, May 6, 2026.

What is the record date for the Pepsico Inc 2026 meeting?

The record date for the Pepsico Inc 2026 meeting is Thursday, February 26, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Pepsico Inc's 2026 meeting?

The board is presenting 13 director nominees at the Pepsico Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Pepsico Inc 2026 meeting?

Shareholders will vote on 6 proposals at the Pepsico Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.