PepsiCo AGM: Shareholders Re-Elect 13 Directors, Back Pay, Reject Governance & ESG Proposals

Key Points

• Shareholders re-elected all 13 director nominees and ratified KPMG as auditor (~92.6%) while giving advisory approval to executive compensation (~89%); three shareholder proposals — on an independent chair (~25.8%), human-rights oversight (~16.5%), and animal-welfare reporting (~8.8%) — were rejected.
• CEO Ramon Laguarta outlined priorities to reignite North America, scale international growth and expand away‑from‑home distribution, highlighting multi‑year investments in brands, AI, supply‑chain integration and portfolio moves (brand relaunches and partnerships), and announced a 4% dividend increase — the 54th consecutive annual raise.

PepsiCo NASDAQ: PEP shareholders elected all 13 director nominees and approved the company’s auditor and executive compensation advisory vote at the company’s 2026 annual meeting, while rejecting three shareholder proposals focused on governance, human rights oversight, and animal welfare reporting.

CEO outlines priorities and portfolio actions

Chairman and CEO Ramon Laguarta opened the virtual meeting by noting 2025 marked the 60th anniversary of the Pepsi-Cola and Frito-Lay merger and described the prior year as “a pivot point” amid shifting consumer preferences, retailer changes, geopolitical disruptions, and the growing impact of artificial intelligence.

Laguarta said PepsiCo’s priorities include “reigniting our North America business,” scaling its international business with a focus on large and developing markets, and growing its away-from-home business by expanding availability and entering new locations. He also described a multi-year investment program since 2018, including brand investment, portfolio transformation through innovation and acquisitions, technology and AI investments, manufacturing and distribution updates, and an operating model overhaul aimed at agility and efficiency.

Among product and brand actions, Laguarta cited relaunching brands such as Lay’s “with no artificial flavors or colors,” removing artificial colors and flavors in offerings such as “Simply CHEETOS and Doritos Simply NKD,” and introducing “new products with functional benefits such as Pepsi Prebiotic Cola.” He also pointed to expanded partnerships with Celsius Holdings and “welcoming popular brands like Siete and poppi.” He added that marketing efforts including the “Food Deserves Pepsi” campaign and the “Pepsi Zero Sugar Taste Challenge” increased brand awareness and contributed positively to performance.

Laguarta also highlighted ongoing work to integrate operations, including evaluating “an integrated model for our food and beverages supply chain” in North America and using global capability centers to centralize information and reduce duplication. He said PepsiCo is using AI to improve inventory visibility and customer service and to “reimagine our go-to-market model.” He described pep+ as central to the strategy, citing 2025 efforts related to regenerative agriculture and water-use efficiency, and said PepsiCo launched a new corporate brand identity, its first in nearly 25 years.

Board changes and director election

Laguarta introduced directors participating in the meeting and thanked directors Segun Agbaje and David Page, who were not standing for re-election, for their service. He also highlighted new director nominee David Gibbs, citing his experience at Yum! Brands as CEO, COO, and CFO. Later in the meeting, David Flavell, executive vice president, general counsel, and corporate secretary, reported preliminary results showing “all director nominees have been duly elected by the affirmative vote of a majority of the votes cast.”

Shareholder proposals: independent chair, human rights, animal welfare

Shareholders voted on three proposals, all of which failed to pass.

• Independent chair proposal (Item 4): Presented by Paul Chesser of the National Legal and Policy Center, the proposal asked PepsiCo to adopt a policy requiring separation of the chairman and CEO roles. Chesser argued an independent chair would strengthen accountability and referenced Elliott Investment Management’s disclosed $4 billion stake and critique of the company’s direction. PepsiCo’s board recommended voting against the proposal, with Flavell saying the board believes flexibility is important in determining leadership structure. Laguarta said the company’s commercial and productivity initiatives were “discussed and analyzed” before public communication and that performance improved in the second half of 2025 and first quarter of 2026. He also said the board believes a combined chairman and CEO role, together with a strong independent presiding director, provides effective leadership and accountability.
• Human rights oversight report (Item 5): Caroline Boden of Mercy Investment Services, representing multiple co-filers, requested a report on the effectiveness of PepsiCo’s human rights policy across franchise and value-chain relationships, citing risks in global supply chains and higher-risk jurisdictions. Laguarta said PepsiCo’s approach is guided by the UN Guiding Principles on Business and Human Rights and pointed to existing disclosures, due diligence processes, and reporting, including a modern slavery and human trafficking statement. He said the board’s Sustainability and Public Policy Committee assists with oversight of human-rights-related policies, practices, and risks.
• Animal welfare report (Item 6): Jacqueline Sgaglione, introduced as presenting on behalf of People for the Ethical Treatment of Animals, requested a report evaluating animal treatment in the supply chain and referenced sugarcane transport practices in India. Laguarta said PepsiCo’s animal welfare approach is grounded in the “five freedoms,” supported by policies and supplier expectations, and that the company maintains grievance mechanisms and engages stakeholders. He said PepsiCo has engaged with PETA since spring 2025 and that the board did not view an additional report as necessary.

Voting results and auditor, say-on-pay approvals

Flavell reported preliminary vote totals, including:

• Ratification of KPMG as independent registered public accounting firm for 2026: approximately 92.6% of votes cast
• Advisory approval of executive compensation: approximately 89% of votes cast
• Independent chair proposal: approximately 25.8% support
• Human rights oversight report proposal: approximately 16.5% support
• Animal welfare report proposal: approximately 8.8% support

Flavell said final results will be filed in a Form 8-K within four business days.

Q&A: additives, nutrition reporting, dividend, M&A discipline, and Pepsi museum

During the Q&A, Laguarta addressed questions on food additives, saying portfolio transformation is “not by any means a new direction for PepsiCo” and that the company stands by ingredient safety while responding to consumer preferences for simpler ingredient profiles. He said “more than 60% of our U.S. food and beverage portfolio does not contain synthetic colors,” adding that Lay’s and Tostitos no longer contain these colors in the U.S. and that Gatorade has expanded offerings with colors derived from fruits and vegetables alongside lower sugar options.

Asked about reporting against an externally recognized nutrient profiling model, Laguarta said PepsiCo plans to continue using independent groups such as Access to Nutrition Initiative (ATNI) and will continue annual reporting and independent verification while focusing on goals to reduce added sugars, saturated fat, and sodium, and to incorporate more diverse ingredients.

On dividends, Laguarta said PepsiCo announced a 4% increase in annual dividend per share earlier in the year, representing the company’s 54th consecutive annual increase, effective with the expected June 26 dividend payment.

On acquisitions, Laguarta said PepsiCo cannot comment on specific plans but is “always evaluating opportunities and white spaces,” while remaining “highly disciplined and selective.” He also said the company supports the idea of a Pepsi museum in New Bern, North Carolina, calling the project “still in early stages” and noting he is working with local officials and independent bottlers.

About PepsiCo NASDAQ: PEP

PepsiCo, Inc NASDAQ: PEP is a multinational food and beverage company headquartered in Purchase, New York. The company develops, manufactures, markets and sells a broad portfolio of branded food and beverage products, including carbonated and noncarbonated soft drinks, bottled water, sports drinks, juices, ready-to-drink teas and coffees, salty snacks, cereals, and other convenient foods. Its leading consumer brands include Pepsi, Mountain Dew, Gatorade, Tropicana, Quaker, Lay's, Doritos and Cheetos, among others.

Formed through the 1965 merger of Pepsi-Cola and Frito-Lay, PepsiCo has grown into a global business with integrated manufacturing, distribution and marketing operations.

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