Independent
Tenure on this board
3.1 yrs
13 nominees · 6 ballot items · contested.
Election of 13 directors; ratification of KPMG as auditor; advisory approval of executive compensation; three shareholder proposals on independent board chair, human rights oversight report, and animal treatment report.
Election of 13 nominated directors to serve until the next annual meeting.
Ratify KPMG as PepsiCo’s independent registered public accounting firm for fiscal year 2026.
Non-binding, advisory vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement.
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.
Request the Board adopt a policy requiring separation of Chairman and CEO and preference for an independent chair, and amend governing documents if necessary.
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.
Request that the Board issue a report assessing effectiveness in upholding human rights standards across direct, franchise and value chain relationships, omitting proprietary information.
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.
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.
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.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.5% | 88,807,774 | $13.8B |
| 2 | STATE STREET CORP | 4.3% | 59,419,350 | $9.2B |
| 3 | BlackRock, Inc. | 3.3% | 44,650,282 | $6.9B |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.7% | 36,455,039 | $5.7B |
| 5 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 2.2% | 30,210,808 | $4.7B |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.2% | 30,202,275 | $4.7B |
| 7 | BlackRock, Inc. | 2.1% | 28,701,874 | $4.5B |
| 8 | JPMORGAN CHASE CO | 1.6% | 21,363,446 | $3.4B |
| 9 | MORGAN STANLEY | 0.9% | 12,856,511 | $2.0B |
| 10 | BlackRock, Inc. | 0.9% | 11,894,013 | $1.8B |
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