Document




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): April 23, 2018

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The Kraft Heinz Company
(Exact name of registrant as specified in its charter)

Commission File Number: 001-37482
Delaware
 
46-2078182
(State or other jurisdiction of incorporation)
 
(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))
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 April 23, 2018, we held our 2018 annual meeting of stockholders (the “2018 Annual Meeting”) in Pittsburgh, Pennsylvania. A total of 1,139,867,104 shares, or approximately 93.52% of our outstanding shares of common stock, were represented in person or by proxy at the 2018 Annual Meeting. The stockholders elected all eleven of the director nominees; approved our named executive officers’ compensation; and ratified the selection of PricewaterhouseCoopers LLP as our independent auditors for 2018. The stockholders did not approve the shareholder proposal presented at the 2018 Annual Meeting. The final voting results for the matters submitted to a stockholder vote at the 2018 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
1,036,060,716
4,903,907
1,025,129
97,877,352
b.
Alexandre Behring
1,019,336,578
19,944,892
2,708,282
97,877,352
c.
John T.Cahill
1,033,755,927
7,283,653
950,172
97,877,352
d.
Tracy Britt Cool
1,035,760,733
5,252,939
976,080
97,877,352
e.
Feroz Dewan
1,037,567,315
3,290,685
1,131,752
97,877,352
f.
Jeanne P. Jackson
1,030,827,876
10,118,710
1,043,166
97,877,352
g.
Jorge Paulo Lemann
1,023,041,329
17,930,940
1,017,483
97,877,352
h.
John C. Pope
1,029,281,055
11,691,230
1,017,467
97,877,352
i.
Marcel Hermann Telles
1,023,649,574
17,301,902
1,038,276
97,877,352
j.
Alexandre Van Damme
1,037,784,344
3,196,268
1,009,140
97,877,352
k.
George Zoghbi
1,030,719,290
10,268,994
1,001,468
97,877,352

Item 2. Advisory vote to approve executive compensation.
Shares For
Shares Against
Shares Abstain
Broker Non-Votes
1,007,782,586
30,932,842
3,274,324
97,877,352

Item 3. Ratification of the selection of PricewaterhouseCoopers LLP as Kraft Heinz’s independent auditors for 2018.
Shares For
Shares Against
Shares Abstain
Broker Non-Votes
1,134,897,334
3,804,649
1,165,121
            —

Item 4. Shareholder proposal related to packaging.
Shares For
Shares Against
Shares Abstain
Broker Non-Votes
138,770,233
887,868,758
15,350,761
97,877,352


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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
 
 
 
Date: April 26, 2018
By:
/s/ Rashida La Lande
 
 
Rashida La Lande
 
 
Senior Vice President, Global General Counsel and Corporate Secretary


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