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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 7, 2020

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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
Name of exchange on which registered
Common stock, $0.01 par value
KHC
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 (§230.405 of this chapter) or Rule 12b-2 of the Exchange Act (§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 7, 2020, we held our 2020 virtual annual meeting of stockholders (the “2020 Annual Meeting”). A total of 1,056,997,987 shares, or 86.51% of our outstanding shares of common stock, were represented at the 2020 Annual Meeting. The stockholders elected all eleven of the director nominees; approved our named executive officers’ compensation; approved The Kraft Heinz Company 2020 Omnibus Incentive Plan; and ratified the selection of PricewaterhouseCoopers LLP as our independent auditors for 2020. For the stockholder proposal related to a simple majority vote, neither the proponent of this proposal nor a representative was in attendance to properly present the proposal at the 2020 Annual Meeting as required by SEC Rule 14a-8. Accordingly, no vote was taken on this proposal. The final voting results for the matters properly submitted to a stockholder vote at the 2020 Annual Meeting are set forth below:
Item 1.    Election of Directors.
Director
Shares
For
Shares
Against
Shares
Abstain
Broker Non-Votes
a.
Gregory E. Abel
899,608,840
19,007,704
1,270,458
137,110,985
b.
Alexandre Behring
848,177,169
70,444,115
1,265,718
137,110,985
c.
John T. Cahill
897,862,911
20,719,824
1,304,267
137,110,985
d.
Joao M. Castro-Neves
882,628,626
35,932,950
1,325,426
137,110,985
e.
Timothy Kenesey
893,165,098
25,318,069
1,403,835
137,110,985
f.
Jorge Paulo Lemann
880,354,187
38,251,667
1,281,148
137,110,985
g.
Susan R. Mulder
906,276,791
12,312,604
1,297,607
137,110,985
h.
John C. Pope
855,876,982
62,644,432
1,365,588
137,110,985
i.
Elio Leoni Sceti
909,266,070
9,238,507
1,382,425
137,110,985
j.
Alexandre Van Damme
900,292,850
18,245,816
1,348,336
137,110,985
k.
George Zoghbi
895,576,446
22,962,836
1,347,720
137,110,985
Item 2. Advisory vote to approve executive compensation.
Shares For
Shares Against
Shares Abstain
Broker Non-Votes
715,269,065
202,091,445
2,526,492
137,110,985

Item 3. Approval of The Kraft Heinz Company 2020 Omnibus Incentive Plan.
Shares For
Shares Against
Shares Abstain
Broker Non-Votes
891,804,887
25,681,655
2,400,460
137,110,985
Item 4. Ratification of the selection of PricewaterhouseCoopers LLP as Kraft Heinz’s independent auditors for 2020.
Shares For
Shares Against
Shares Abstain
Broker Non-Votes
1,033,333,315
21,992,736
1,671,936
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
 
 
 
May 11, 2020
By:
/s/ Rashida La Lande
 
 
Rashida La Lande
 
 
Senior Vice President, Global General Counsel and Head of CSR and Government Affairs; Corporate Secretary


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