On March 22, 2024, PepsiCo Inc announced that it has received a shareholder proposal from Gary Perinar, as fund trustee of the Mid-America Carpenters Pension Fund requesting that the board of directors take the necessary action to adopt a director election resignation bylaw that requires each director nominee to submit an irrevocable conditional resignation to the Company to be effective upon the director?s failure to receive the required shareholder majority vote support in an uncontested election. The proposed resignation bylaw shall require the Board to accept a tendered resignation absent the finding of a compelling reason or reasons to not accept the resignation. Further, if the Board does not accept a tendered resignation and the director remains as a ?holdover?

director, the resignation bylaw shall stipulate that should a ?holdover? director fail to be re-elected at the next annual election of directors, that director?s new tendered resignation will be automatically effective 30 days after the certification of the election vote. The Board shall report the reasons for its actions to accept or reject a tendered resignation in a Form 8-K filing with the U.S. Securities and Exchange Commission.

In addition, the Company urged the shareholders to vote against the shareholder proposal at its annual general meeting of shareholders scheduled to be held on May 1, 2024.