Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
In connection with the closing of the Offering (as defined below), effective
June 10, 2021, Gerhard Pleuhs resigned from the Board of Directors of Keurig Dr
Pepper Inc. (the "Company"). As a result, Mr. Pleuhs will no longer be a nominee
for re-election at the Company's 2021 Annual Meeting of Stockholders to be held
on June 18, 2021. Mr. Pleuhs's resignation did not result from any disagreement
with the Company on any matter relating to the Company's operations, policies or
practices.
Item 8.01. Other Events.
On June 10, 2021, Mondel?z International Holdings LLC (the "Selling
Stockholder") completed the previously announced registered public secondary
offering (the "Offering") of 28,000,000 shares of common stock, par value $0.01
per share (the "Common Stock"), of the Company, for gross proceeds to the
Selling Stockholder of approximately $997 million. In addition, the Selling
Stockholder granted the Underwriter (as defined below) a 30-day option to
purchase up to an additional 4,200,000 shares of common stock on the same terms
and conditions. The Company did not receive any proceeds from the sale of the
shares of Common Stock by the Selling Stockholder.
In connection with the Offering, the Company entered into an Underwriting
Agreement, dated June 7, 2021 (the "Underwriting Agreement"), by and among the
Company, the Selling Stockholder, and Goldman Sachs & Co. LLC, as the
underwriter (the "Underwriter") in the Offering. The Underwriting Agreement is
filed as Exhibit 1.1 hereto.
The Company has previously filed with the Securities and Exchange Commission
("SEC") a registration statement (including a prospectus) on Form S-3 (File
No. 333-233477) as well as a resale prospectus supplement filed with the SEC on
August 27, 2019, as supplemented by a prospectus supplement, filed with the SEC
on June 7, 2021, for the Offering.
Item 9.01. Financial Statements and Exhibits.
Exhibits
1.1 Underwriting Agreement, dated June 7, 2021, by and among Keurig Dr
Pepper Inc., Mondel?z International Holdings LLC, and Goldman Sachs & Co.
LLC.
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded
within the Inline XBRL document)
2
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