PEPSICO INC : Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year (form 8-K)
April 16, 2020 at 04:21 pm EDT
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On April 15, 2020, the Board of Directors of PepsiCo, Inc. ("PepsiCo") approved
amendments to the Company's By-Laws ("By-Laws") to add explicit provisions
regarding the use of remote communication in connection with shareholder
meetings. Amendments were made to Sections 2.1, 2.2, 2.3, 2.4, 2.6 and 2.7 of
the By-Laws.
The foregoing summary in this Item 5.03 is qualified in its entirety by
reference to the full text of the By-Laws, a copy of which is filed as Exhibit
3.2 hereto and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On April 16, 2020, PepsiCo announced that due to continued public health
precautions regarding in-person gatherings given the coronavirus (COVID-19)
pandemic and to support the health and well-being of PepsiCo's shareholders,
employees and communities, it will be changing the format of its 2020 Annual
Meeting of Shareholders (the "Annual Meeting") to a virtual-only meeting,
instead of an in-person meeting. The meeting will be held, as originally
announced, on Wednesday, May 6, 2020, at 9:00 a.m. Eastern Daylight Time. A copy
of the press release announcing such change is attached as Exhibit 99.1 and
incorporated by reference herein. Further information regarding this change in
the format of the Annual Meeting can be found in the proxy supplement filed by
PepsiCo with the Securities and Exchange Commission on April 16, 2020.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
3.2 By-Laws of PepsiCo, Inc., as amended and restated, effective as of
April 15, 2020.
99.1 Press Release issued by PepsiCo, Inc., dated April 16, 2020.
104 The cover page from this Current Report on Form 8-K, formatted in
Inline XBRL.
PepsiCo, Inc. is one of the worldwide leaders in producing non-alcoholic beverages and snacks. Net sales break down by area of activity as follows:
- North America (60.8%): sale of beverages (49.7% of net sales; sodas, concentrated juices, water, tea and coffee-based beverages; Aquafina, Diet Mountain Dew, Diet Pepsi, Gatorade, Gatorade Zero, Mountain Dew, Pepsi, Propel brands, etc.), snacks (44.7%; chips, tortillas and pretzels; Lay's, Doritos, Tostitos, Cheetos, Fritos, Ruffles, etc.), and cereals (5.6%; ready-to-eat cereals, rice, wheat, etc.);
- Europe (14.5%): sale of snacks (Cheetos, Chipita, Doritos, Lay's, Ruffles and Walkers brands) and beverages (7UP, Diet Pepsi, Lubimy Sad, Mirinda, Pepsi and Pepsi Max);
- Latin America (12.7%): sales of snacks (Cheetos, Doritos, Emperador, Lay's, Mabel, Marias Gamesa, Ruffles, Sabritas, Saladitas and Tostitos brands) and beverages (7UP, Gatorade, H2oh!, Manzanita Sol, Mirinda, Pepsi, Pepsi Black, San Carlos and Toddy)
- Asia/Pacific/Australia/New Zealand (6.7%): sale of snacks (BaiCaoWei, Cheetos, Doritos, Lay's and Smith's brands), beverages and syrups (7UP, Aquafina, Mirinda, Mountain Dew, Pepsi and Sting);
- Africa/Middle East/South Asia (5.3%): sale of snacks (Chipsy, Doritos, Kurkure, Lay's, Sasko, Spekko and White Star brands) and beverages (7UP, Aquafina, Mirinda, Mountain Dew and Pepsi).
Net sales are distributed geographically as follows: the United States (57%), Mexico (7.7%), Canada (4.1%), Russia (3.9%), China (3%), the United Kingdom (2.1%), Brazil (1.9%), South Africa (1.9%) and other (18.4%).