khc-20260514
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): May 14, 2026
The Kraft Heinz Company
(Exact name of registrant as specified in its charter)
| Delaware | 001-37482 | 46-2078182 | ||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
One PPG Place, Pittsburgh, Pennsylvania 15222
(Address of principal executive offices, including zip code)
(412) 456-5700
(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:
☐ 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 Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Common stock, $0.01 par value | KHC | The Nasdaq Stock Market LLC | ||||||
3.500% Senior Notes due 2029 | KHC29 | The Nasdaq Stock Market LLC | ||||||
3.250% Senior Notes due 2033 | KHC33 | 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 5.07. Submission of Matters to a Vote of Security Holders.
On May 14, 2026, The Kraft Heinz Company (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). The final voting results for the matters properly submitted to a stockholder vote at the Annual Meeting are set forth below.
Item 1. Election of Directors. Stockholders elected each of the 10 nominees to serve as a director of the Company for a one-year term expiring at the Company’s 2027 Annual Meeting of Stockholders as follows:
Director | Shares For | Shares Against | Shares Abstain | Broker Non-Votes | ||||||||||
| John T. Cahill | 860,498,190 | 38,493,016 | 1,000,999 | 117,137,683 | ||||||||||
| Steve Cahillane | 893,010,533 | 6,061,532 | 920,140 | 117,137,683 | ||||||||||
| Humberto P. Alfonso | 892,663,282 | 6,264,744 | 1,064,179 | 117,137,683 | ||||||||||
| L. Kevin Cox | 886,706,622 | 12,208,751 | 1,076,832 | 117,137,683 | ||||||||||
| Lori Dickerson Fouché | 885,426,505 | 13,099,794 | 1,465,906 | 117,137,683 | ||||||||||
| Diane Gherson | 880,937,109 | 18,029,416 | 1,025,680 | 117,137,683 | ||||||||||
| Mary Lou Kelley | 893,922,646 | 5,049,489 | 1,020,070 | 117,137,683 | ||||||||||
| Elio Leoni Sceti | 893,280,682 | 5,771,091 | 940,432 | 117,137,683 | ||||||||||
| Tony Palmer | 892,101,258 | 6,832,839 | 1,058,108 | 117,137,683 | ||||||||||
| John C. Pope | 872,114,856 | 26,922,158 | 955,191 | 117,137,683 | ||||||||||
Item 2. Advisory Vote to Approve Executive Compensation. Stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as follows:
Shares For | Shares Against | Shares Abstain | Broker Non-Votes | ||||||||
| 846,476,891 | 51,123,740 | 2,391,574 | 117,137,683 | ||||||||
Item 3. Approval of The Kraft Heinz Company Amended and Restated 2020 Omnibus Incentive Plan (the “2026 Plan”). Stockholders approved the 2026 Plan as follows:
Shares For | Shares Against | Shares Abstain | Broker Non-Votes | ||||||||
| 875,403,742 | 22,377,915 | 2,210,548 | 117,137,683 | ||||||||
Item 4. Ratification of the Selection of PricewaterhouseCoopers LLP. Stockholders approved the selection of PricewaterhouseCoopers LLP as the Company’s independent auditors for 2026 as follows:
Shares For | Shares Against | Shares Abstain | Broker Non-Votes | ||||||||
| 955,089,151 | 60,577,107 | 1,463,630 | N/A | ||||||||
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SIGNATURE
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.
| The Kraft Heinz Company | ||||||||
| Date: May 19, 2026 | By: | /s/ Angel Willis | ||||||
| Angel Willis | ||||||||
| Executive Vice President, Global General Counsel and Corporate Affairs Officer | ||||||||
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