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): January 30, 2018
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 30, 2018, Mackey McDonald informed the Company that he has decided not to stand for reelection to the Board of Directors at the Company’s 2018 Annual Meeting of Stockholders (the “2018 Annual Meeting”). Mr. McDonald will continue to serve through the remainder of his current term. Mr. McDonald’s decision not to stand for re-election is not the result of any disagreement with management or the Board of Directors of Kraft Heinz related to our operations, policies or practices.
The Board intends on keeping the same number of directors and will nominate George Zoghbi to stand for election at the 2018 Annual Meeting. Mr. Zoghbi served as the Chief Operating Officer of the U.S. Commercial business from the closing of the 2015 merger of Kraft Foods and H.J. Heinz Company until October 2017 when he transitioned to Strategic Advisor, a role he will continue to hold. Mr. Zoghbi previously served as Kraft’s Chief Operating Officer since February 2015 and, before that, as Vice Chairman, Operations, R&D, Sales and Strategy since June 2014. He served as Executive Vice President and President, Cheese & Dairy and Exports from February 2013 until June 2014. Mr. Zoghbi served as Executive Vice President and President, Cheese and Dairy from October 1, 2012 to February 2013. Prior to that, he served as President, Cheese and Dairy of Mondelēz International, a global food and beverage company, since October 2009. Mr. Zoghbi is also a director of Brambles Limited, a global supply chain logistics company.
A copy of the press release announcing Mr. McDonald’s retirement and Mr. Zoghbi’s nomination is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) The following exhibit is filed with this Current Report on Form 8-K.
| Exhibit |
Description | |
| 99.1 | Press Release, dated January 31, 2018 | |
1
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: January 31, 2018 |
By: |
/s/ Rashida La Lande | ||||
| Rashida La Lande | ||||||
| Global General Counsel and Corporate Secretary | ||||||
2
Exhibit 99.1
| Contacts: | Michael Mullen (media) |
Christopher Jakubik, CFA (investors) |
||||||
| Michael.Mullen@kraftheinz.com |
ir@kraftheinz.com |
Kraft Heinz Announces Upcoming Changes to its
Board of Directors
PITTSBURGH & CHICAGO – Jan. 31, 2018 – The Kraft Heinz Company (NASDAQ: KHC) (“Kraft Heinz”) announced today that, after years of distinguished service, Mackey McDonald, 71, will retire from the Company’s Board of Directors following the end of his term at the upcoming Kraft Heinz 2018 Annual Meeting of Stockholders. The Company also announced that the Board of Directors has nominated George Zoghbi to stand for election at the 2018 Annual Meeting.
“Mackey has made many contributions to Kraft Heinz during a transformative period for the Company, starting as a Director at Kraft Foods Inc. in 2010 and serving in key roles during Kraft Foods Group’s spin-off and, most recently, during the merger of Kraft and Heinz. We are grateful to Mackey for his commitment and service to Kraft Heinz and the Board,” said Alex Behring, Chairman of the Board of Directors. “Similarly, George has held important global leadership positions at Kraft Heinz for over ten years. George’s understanding of Kraft Heinz and his dynamic perspective on the food and beverage industry will be immensely valuable as the Company pursues Our Vision To Be the Best Food Company, Growing a Better World.”
Mr. Zoghbi, 51, served as the Chief Operating Officer of the U.S. Commercial business from the closing of the 2015 merger until October 2017, when he transitioned to the role of Strategic Advisor to the CEO, a role he will continue in. He joined Kraft in 2007 and has held various roles during his career including Chief Operating Officer of Kraft Foods. Mr. Zoghbi is also a director of Brambles Limited, a global supply chain logistics company.
ABOUT THE KRAFT HEINZ COMPANY
The Kraft Heinz Company (NASDAQ: KHC) is the fifth-largest food and beverage company in the world. A globally trusted producer of delicious foods, The Kraft Heinz Company provides high quality, great taste and nutrition for all eating occasions whether at home, in restaurants, or on the go. The Company’s iconic brands include Kraft, Heinz, ABC, Capri Sun, Classico, Jell-O, Kool-Aid, Lunchables, Maxwell House, Ore-Ida, Oscar Mayer, Philadelphia, Planters, Plasmon, Quero, Smart Ones and Velveeta. The Kraft Heinz Company is dedicated to the sustainable health of our people, our planet and our Company. For more information, visit www.kraftheinzcompany.com.
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