KRFT (MM)

 

 

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): July 2, 2015

 

 

 

Kraft Foods Group, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Virginia		1-35491		36-3083135
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Three Lakes Drive, Northfield, IL 60093-2753

(Address of principal executive offices, including zip code)

(847) 646-2000

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))

 

 

 

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Item 1.02. Termination of a Material Definitive Agreement.

In connection with the consummation of the Merger (as defined below), on July 2, 2015, all outstanding obligations in respect of principal, interest, and fees under that certain Five-Year Revolving Credit Agreement, dated as of May 29, 2014 (the “Credit Agreement”), by and among Kraft Foods Group, Inc., a Virginia corporation (the “Company”), the banks, financial institutions and other institutional lenders listed on the signature pages thereof, JPMorgan Chase Bank, N.A. and Barclays Bank PLC, as administrative agents, JPMorgan Chase Bank, N.A., as paying agent, and the other agents party thereto were repaid and the Credit Agreement was terminated.

Item 2.01. Completion of Acquisition or Disposition of Assets.

On July 2, 2015 (the “Closing Date”), Kite Merger Sub Corp. (“Merger Sub I”), a Virginia corporation and wholly owned subsidiary of H.J. Heinz Holding Corporation (“Heinz”), merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Heinz (the “Merger”), pursuant to the Agreement and Plan of Merger, dated as of March 24, 2015, among the Company, Merger Sub I, Heinz and Kite Merger Sub LLC (the “Merger Agreement”). At the closing of the Merger, Heinz was renamed “The Kraft Heinz Company.”

Pursuant to the terms of the Merger Agreement, upon the completion of the Merger, each issued and outstanding share of common stock, without par value, of the Company (“Kraft Common Stock”) (other than deferred shares and restricted shares) was converted into the right to receive one fully paid and nonassessable share of common stock, par value $0.01 per share, of The Kraft Heinz Company (“Kraft Heinz Common Stock”). In addition, on June 22, 2015, the Company declared a special cash dividend in the amount of $16.50 per share of Kraft Common Stock payable to the Company’s shareholders of record immediately prior to the closing of the Merger.

The issuance of Kraft Heinz Common Stock in connection with the Merger was registered under the Securities Act of 1933, as amended, pursuant to Heinz’s registration statement on Form S-4 (File No. 333-203364) filed with the Securities and Exchange Commission (the “SEC”) and declared effective on June 2, 2015. The proxy statement/prospectus included in the registration statement contains additional information about the Merger. Additional information about the Merger is also contained in Current Reports on Form 8-K filed by the Company and incorporated by reference into the proxy statement/ prospectus.

The foregoing description of the Merger Agreement and the Merger does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 25, 2015, and which is incorporated herein by reference.

The information set forth in Item 5.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.01.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the consummation of the Merger, the Company requested that the NASDAQ Stock Market (“NASDAQ”) suspend trading of Kraft Common Stock as of the close of business of the Closing Date, remove Kraft Common Stock from listing on NASDAQ, and file a notification of removal from listing on Form 25 with the SEC with respect to the delisting of Kraft Common Stock and the deregistration of Kraft Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends to file with the SEC a certification on Form 15 under the Exchange Act, requesting the deregistration of Kraft Common Stock and suspending the Company’s reporting obligations under Sections 13 and
15(d) of the Exchange Act.

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.01.

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Item 3.03. Material Modification to Rights of Security Holders.

As set forth under Item 2.01 of this Current Report on Form 8-K, upon effectiveness of the Merger, each issued and outstanding share of Kraft Common Stock (other than deferred shares and restricted shares) was converted into the right to receive the consideration specified in the Merger Agreement.

The information set forth in Items 2.01, 3.01 and 5.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.

Item 5.01. Changes in Control of Registrant.

As a result of the consummation of the Merger, and upon effectiveness of the Merger, a change of control of the Company occurred and the Company became a wholly owned subsidiary of The Kraft Heinz Company.

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.01.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the terms of the Merger Agreement, upon the effectiveness of the Merger, each of the ten directors of the Company (John T. Cahill, Abelardo E. Bru, L. Kevin Cox, Myra M. Hart, Peter B. Henry, Jeanne P. Jackson, Terry J. Lundgren, Mackey J. McDonald, John C. Pope and E. Follin Smith) voluntarily resigned from the board of directors of the Company and from all committees of the board of directors on which they served, and Paulo Basilio and James Liu became directors of the Company. Mr. Cahill, Mr. Cox, Ms. Jackson, Mr. McDonald and Mr. Pope, pursuant to the Merger Agreement, were appointed as members of the board of directors of The Kraft Heinz Company, for which Mr. Cahill will serve as vice chairman. James Kehoe, EVP and Chief Financial Officer, and Kim K.W. Rucker, EVP, Corporate & Legal Affairs, General Counsel and Corporate Secretary, departed the Company. Mr. Cahill also departed from his role as Chairman and Chief Executive Officer of the Company.

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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the terms of the Merger Agreement, upon effectiveness of the Merger, other than with respect to the name of the Company, the articles of incorporation and the by-laws of the Company were amended and restated to be identical to the articles of incorporation and by-laws of Merger Sub I, as in effect immediately prior to the closing of the Merger. Copies of the amended and restated articles of incorporation of the Company and the by-laws of the Company are filed as Exhibits 3.1 and 3.2 hereto, respectively, and are incorporated herein by reference.

Item 8.01. Other Events.

On July 2, 2015, the Company and Heinz issued a joint press release announcing the closing of the Merger. A copy of that press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of March 24, 2015, among H.J. Heinz Holding Corporation, Kite Merger Sub Corp., Kite Merger Sub LLC, and Kraft Foods Group, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 25, 2015).
3.1		Amended and Restated Articles of Incorporation of Kraft Foods Group, Inc.
3.2		Amended and Restated By-laws of Kraft Foods Group, Inc.
99.1		Press Release, dated July 2, 2015.

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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.

 

Date: July 2, 2015		Kraft Foods Group, Inc.
		By:		/s/ Paulo Basilio
				Chief Executive Officer and Chief Financial Officer

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EXHIBIT INDEX

 

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of March 24, 2015, among H.J. Heinz Holding Corporation, Kite Merger Sub Corp., Kite Merger Sub LLC, and Kraft Foods Group, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 25, 2015).
3.1		Amended and Restated Articles of Incorporation of Kraft Foods Group, Inc.
3.2		Amended and Restated By-laws of Kraft Foods Group, Inc.
99.1		Press Release, dated July 2, 2015.

Exhibit 3.1

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

KRAFT FOODS GROUP, INC.

ARTICLE I

NAME

1.1 Name. The name of the corporation is Kraft Foods Group, Inc. (the “Corporation”).

ARTICLE II

PURPOSE

2.1 Purpose. The purpose for which the Corporation is formed is to engage in any lawful business not required to be specifically set forth in these Articles of Incorporation for which a corporation may be incorporated under the Virginia Stock Corporation Act.

ARTICLE III

AUTHORIZED SHARES

3.1 Number and Designation. The number of shares of capital stock which the Corporation shall have authority to issue is 1,000 shares of common stock, with a par value of $0.01 per share (“Common Stock”).

3.2 Voting and Distributions. The holders of the shares of Common Stock shall have unlimited voting rights and are entitled to receive the net assets of the Corporation upon the dissolution of the Corporation.

ARTICLE IV

REGISTERED AGENT AND REGISTERED OFFICE

4.1 Registered Agent. The name of the Corporation’s registered agent is CT CORPORATION SYSTEM. The registered agent is a foreign stock corporation authorized to transact business in Virginia.

4.2 Registered Office. The address of the Corporation’s registered office, which is identical to the business office of the registered agent, is 4701 Cox Road, Suite 285, Glen Allen, Virginia 23060. The registered office is located in the County of Henrico, Virginia.

ARTICLE V

SHAREHOLDER ACTION WITHOUT MEETING

5.1 Shareholder Consent in Lieu of Meeting. Any action required or permitted to be adopted or taken at any annual or special meeting of the shareholders of the Corporation may be adopted or taken without a meeting, and without prior notice, if a written consent is signed by holders of outstanding shares having not less than the minimum number of votes that would be required to adopt or take the action at a meeting at which all shares entitled to vote on the action were present and voted. The action must be evidenced by one or more written consents describing the action taken, signed by shareholders holding a sufficient number of shares in accordance with the preceding sentence, and delivered to the Corporation for including in the minutes or filing in the corporate records.

 

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ARTICLE VI

LIMIT ON LIABILITY AND INDEMNIFICATION

6.1 Definitions. For purposes of this Article the following definitions shall apply:

(i) “Corporation” means this Corporation only and no predecessor entity or other legal entity;

(ii) “expenses” include counsel fees, expert witness fees, and costs of investigation, litigation and appeal, as well as any amounts expended in asserting a claim for indemnification;

(iii) “liability” means the obligation to pay a judgment, settlement, penalty, fine or other such obligation, including, without limitation, any excise tax assessed with respect to an employee benefit plan;

(iv) “legal entity” means a corporation, partnership, joint venture, trust, employee benefit plan or other enterprise;

(v) “predecessor entity” means a legal entity the existence of which ceased upon its acquisition by the Corporation in a merger or otherwise; and

(vi) “proceeding” means any threatened, pending, or completed action, suit, proceeding or appeal whether civil, criminal, administrative or investigative and whether formal or informal.

6.2 Limit on Liability. In every instance in which the Virginia Stock Corporation Act, as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of liability of directors or officers of a corporation to the corporation or its shareholders, the directors and officers of this Corporation shall not be liable to the Corporation or its shareholders.

6.3 Indemnification of Directors and Officers. The Corporation shall indemnify any individual who is, was or is threatened to be made a party to a proceeding (including a proceeding by or in the right of the Corporation) because such individual is or was a director or officer of the Corporation or because such individual is or was serving the Corporation, or any other legal entity, in any capacity at the request of the Corporation while a director or officer of the Corporation, against all liabilities and reasonable expenses incurred in the proceeding except such liabilities and expenses as are incurred because of such individual’s willful misconduct or knowing violation of the criminal law. Service as a director or officer of a legal entity controlled by the Corporation shall be deemed service at the request of the Corporation. The determination that indemnification under this Section 6.3 is permissible and the evaluation as to the reasonableness of expenses in a specific case shall be made, in the case of a director, as provided by law, and in the case of an officer, as provided in Section 6.4 of this Article; provided, however, that if a majority of the directors of the Corporation has changed after the date of the alleged conduct giving rise to a claim for indemnification, such determination and evaluation shall, at the option of the person claiming indemnification, be made by special legal counsel agreed upon by the Board of Directors and such person. Unless a determination has been made that indemnification is not permissible, the Corporation shall make advances and reimbursements for expenses incurred by a director or officer in a proceeding upon receipt of an undertaking from such director or officer to repay the same if it is ultimately determined that such director or officer is not entitled to indemnification. Such undertaking shall be an unlimited, unsecured general obligation of the director or officer and shall be accepted without reference to such director’s or officer’s ability to make repayment. The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that a director or officer acted in such a manner as to make such director or officer ineligible for indemnification. The Corporation is authorized to contract in advance to indemnify and make advances and reimbursements for expenses to any of its directors or officers to the same extent provided in this Section 6.3.

 

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6.4 Indemnification of Others. The Corporation may, to a lesser extent or to the same extent that it is required to provide indemnification and make advances and reimbursements for expenses to its directors and officers pursuant to Section 6.3, provide indemnification and make advances and reimbursements for expenses to its employees and agents, the directors, officers, employees and agents of its subsidiaries and predecessor entities, and any person serving any other legal entity in any capacity at the request of the Corporation, and may contract in advance to do so. The determination that indemnification under this Section 6.4 is permissible, the authorization of such indemnification and the evaluation as to the reasonableness of expenses in a specific case shall be made as authorized from time to time by general or specific action of the Board of Directors, which action may be taken before or after a claim for indemnification is made, or as otherwise provided by law. No person’s rights under Section 6.3 of this Article shall be limited by the provisions of this Section 6.4.

6.5 Miscellaneous. The rights of each person entitled to indemnification under this Article shall inure to the benefit of such person’s heirs, executors and administrators. Special legal counsel selected to make determinations under this Article may be counsel for the Corporation. Indemnification pursuant to this Article shall not be exclusive of any other right of indemnification to which any person may be entitled, including indemnification pursuant to a valid contract, indemnification by legal entities other than the Corporation and indemnification under policies of insurance purchased and maintained by the Corporation or others. However, no person shall be entitled to indemnification by the Corporation to the extent such person is indemnified by another, including an insurer. The Corporation is authorized to purchase and maintain insurance against any liability it may have under this Article or to protect any of the persons named above against any liability arising from their service to the Corporation or any other legal entity at the request of the Corporation regardless of the Corporation’s power to indemnify against such liability. The provisions of this Article shall not be deemed to preclude the Corporation from entering into contracts otherwise permitted by law with any individuals or legal entities, including those named above. If any provision of this Article or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity shall not affect other provisions or applications of this Article, and to this end the provisions of this Article are severable.

6.6 Amendments. No amendment, modification or repeal of this Article shall diminish the rights provided hereunder to any person arising from conduct or events occurring before the adoption of such amendment, modification or repeal.

 

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Exhibit 3.2

BYLAWS

OF

KRAFT FOODS GROUP, INC.

(a Virginia Corporation (the “Corporation”))

ARTICLE I

OFFICES AND AGENT

Section 1.1. Registered Office and Agent. The Corporation shall maintain a registered agent in the Commonwealth of Virginia and shall have a registered office whose business office is identical to the registered office.

Section 1.2. Other Offices. In addition to its registered office, the Corporation also may have office(s) at any other place or places, within or without the Commonwealth of Virginia, as the Board of Directors may from time to time select or as the business of the Corporation may require or make desirable.

ARTICLE II

SHAREHOLDER MEETINGS

Section 2.1. Annual Meetings. The annual meeting of the shareholders shall be held at such time and place and on such date in each year, within or without the Commonwealth of Virginia, as may be determined by the Board of Directors and as shall be designated in the notice of the meeting. The purpose of the annual meeting is to elect the Board of Directors and to transact any other necessary business.

Section 2.2. Special Meetings. Special meetings of the shareholders may be called for any purpose and may be held within or without the Commonwealth of Virginia at the time and place stated in the notice of the special meeting. The business conducted at special meetings shall be limited to the purpose or purposes stated in the notice. Special meetings of the shareholders, unless otherwise provided by law or by the Articles of Incorporation, may be called by the Board of Directors, the Chairman of the Board, or the Chief Executive Officer.

Section 2.3. Notice of Meetings. Notice of any meeting of the shareholders shall be given to each shareholder of record entitled to vote at the meeting not less than 10 nor more than 60 days before the date of the meeting in any manner permitted by the Virginia Stock Corporation Act (the “VSCA”). However, if an amendment of the Articles of Incorporation, a plan of merger or sale exchange, a plan of dissolution, a plan of domestication or entity conversion or a proposed sale of all or substantially all of the assets of the Corporation is to be acted on at the meeting, notice and a copy of the proposed business must be given no less than 25 days nor more than 60 days before the date of the meeting. The notice shall state the place, date and time of the meeting. Notice of a special meeting must also indicate the purpose or purposes for which the meeting is called. If business other than the election of the Board of Directors will be conducted at an annual meeting, the notice shall indicate the business to be conducted.

 

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Section 2.4. Waiver of Notice. A shareholder may waive notice of a meeting in writing or by electronic transmission and delivered to the Corporation for inclusion in the minutes or filing in the corporate records, or by attending the meeting either in person or by proxy.

Section 2.5. Shareholders Entitled to Notice of or Vote. For the purpose of determining which shareholders are entitled to notice of a meeting or to vote at a meeting, the Board of Directors may order that the corporate stock transfer ledger be closed no more than 70 days prior to a meeting. The list of shareholders as of the date the corporate stock transfer ledger is closed will be those shareholders who are entitled to notice or to vote at a meeting.

Section 2.6. Quorum. Quorum for a shareholders meeting is a majority of the votes entitled to be cast, whether in person or by proxy, except as otherwise provided by law or by the Articles of Incorporation. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting. Adjournment of any meeting of the shareholders shall be by majority vote of the shares present and entitled to vote. If a quorum is not present at any meeting of the shareholders, the shareholders present in person or represented by proxy shall have the power to adjourn the meeting without notice other than announcement of the new time and place for the adjourned meeting. Any business that may have been transacted at the originally noticed meeting may be conducted at the adjourned meeting where a quorum is present or represented by proxy.

Section 2.7. Shareholder Voting. Each outstanding share of common stock entitled to vote as shown on the corporate stock transfer ledger will have one vote. An act of the shareholders is made when a quorum is present and the votes case in favor of the action exceed the number of votes cast opposing the action, unless the vote of a greater number of shares is otherwise required by law or the Articles of Incorporation.

Section 2.8. Shareholder Consent in Lieu of Meeting. Any action required or permitted to be adopted or taken at any annual or special meeting of the shareholders may be adopted or taken without a meeting, and without prior notice, if a written consent is signed by holders of outstanding shares having not less than the minimum number of votes that would be required to adopt or take the action at a meeting at which all shares entitled to vote on the action were present and voted. The action must be evidenced by one or more written consents describing the action taken, signed by shareholders holding a sufficient number of shares in accordance with the preceding sentence, and delivered to the Corporation for including in the minutes or filing in the corporate records.

ARTICLE III

THE BOARD OF DIRECTORS

Section 3.1. Duties, Number, Election, Term and Qualification. The business and affairs of the Corporation shall be managed under the direction of a Board of Directors consisting of two Directors. Directors need not be residents of the Commonwealth of Virginia nor shareholders of the Corporation unless provided otherwise by the Articles of Incorporation. The Directors, other than the initial Board of Directors, shall be elected at the annual meeting of the shareholders. Each Director shall serve until the next annual shareholder’s meeting following his or her election or until his or her successor is elected and qualified. The initial Board of Directors shall hold office until the first annual meeting of the shareholders. The Board of Directors shall have all of the powers available under law and may exercise all such powers of the Corporation and do all such lawful acts that are not required to be exercised or done by the shareholders by law, the Articles of Incorporation or these Bylaws.

 

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Section 3.2. Removal. One or more Directors may be removed from office, with or without cause, by a majority vote of the shareholders entitled to vote on the matter.

Section 3.3. Vacancies. Unless provided otherwise in the Articles of Incorporation, any vacancy occurring on the Board of Directors, including a vacancy resulting from an increase in the number of Directors, may be filled by the affirmative vote of a majority of the remaining Directors or by a vote of the shareholders. A Director elected to fill a vacancy shall be elected to serve until the next annual meeting of shareholders. A Director elected to fill a new position on the Board of Directors shall serve until the next annual meeting of the shareholders or until his or her successor is elected and qualified.

Section 3.4. Books and Records. The Directors may keep the books of the Corporation outside of the Commonwealth of Virginia, except those records required by law to be kept within the state, at such place or places as they may from time to time determine.

Section 3.5. Compensation. The Board of Directors, by the affirmative vote of a majority of the Directors then in office, may fix the compensation of Directors and may provide for the payment of all expenses incurred by them in attending meetings of the Board of Directors.

ARTICLE IV

MEETINGS OF THE BOARD OF DIRECTORS

Section 4.1. Location of Meetings. Meetings of the Board of Directors, whether regular or special, may be held either within or without the Commonwealth of Virginia at any location the Board of Directors may from time to time establish or as set forth in the notice of a meeting.

Section 4.2. Annual Meetings. The annual meeting of the Board of Directors shall be held at such time and place and on such date in each year, within or without the Commonwealth of Virginia, as may be determined by the Board of Directors. The Board may transact any business that comes before it at any regular meeting of the Board.

Section 4.3. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board, the Chief Executive Officer, or by the written request of any two Directors in office at that time. The Secretary shall give notice of each special meeting of the Board of Directors in any manner permitted by the VSCA, which shall specify the time and place of the meeting, at least 24 hours prior to the meeting. Unless otherwise indicated in the notice, any and all business may be transacted at a special meeting. At any meeting at which all Directors are present, even without notice of the meeting, any business may be transacted and any Director may waive notice of any special meeting.

 

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Section 4.4. Waiver of Notice. Attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, unless a Director at the beginning of the meeting or promptly upon his or her arrival objects to holding the meeting or transacting business at the meeting and thereafter does not vote or consent to action taken at the meeting. The notice or waiver of notice for any meeting of the Board of Directors is not required to state the business to be transacted at, or the purpose of, any meeting of the Board of Directors.

Section 4.5. Quorum. Unless a greater number is required by these Bylaws or by law, a quorum of the Board of Directors consists of a majority of the fixed number of Directors. If a quorum is not present at any meeting of the Board of Directors, the Directors present may adjourn the meeting without notice other than announcement at the meeting, until a quorum shall be present.

Section 4.6. Voting. Each Director will have one vote. The affirmative vote of a majority of the Directors will be sufficient to decide any matter, unless a greater number is required by the Articles of Incorporation or by law.

Section 4.7. Action by Directors Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if the action is taken by all of the members of the Board of Directors. The action must be evidenced by one or more written consents describing the action taken, signed by each Director, and delivered to the Corporation for inclusion in the minutes or filing in the corporate records.

Section 4.8. Participation by Telephone Conference. Any or all Directors may participate in a meeting of the Board of Directors through the use of any means of communication by which all Directors participating may simultaneously hear each other during the meeting.

ARTICLE V

OFFICERS

Section 5.1. Number. The officers of the Corporation shall be chosen by the Board of Directors and shall include a Chief Executive Officer a Treasurer and a Secretary. The Board of Directors, in their discretion, may also appoint a Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and any other officers and agents as it shall deem necessary. Officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. The officers shall be elected or appointed at the annual meeting of the Board of Directors to serve a term of one year or such other term as provided by resolution of the Board of Directors. Each officer shall serve the term of office for which he or she is elected or appointed or until his or her successor has been elected and qualified. Any two offices may be held by the same person.

 

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Section 5.2. Compensation. The compensation of all officers and agents of the Corporation shall be fixed by the Board of Directors.

Section 5.3. Removal and Vacancies. Any officer may be removed at any time by the Board of Directors, with or without cause. Appointment as an officer does not create any contract rights in such office for officer so appointed. Any vacancy in an office of the Corporation shall be filled by the Board of Directors.

Section 5.4. Chairman of the Board. The Chairman of the Board, if any, shall preside at all meetings of the Board of Directors. The Chairman of the Board shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him or her by these Bylaws or the Board of Directors.

Section 5.5. Chief Executive Officer. The Chief Executive Officer shall preside at all meetings of the shareholders and shall have general supervision of and responsibility for the business of the Corporation. He or she shall see that all orders and resolutions of the Board of Directors are carried into effect. If there is no Chairman of the Board, or in the absence or disability of the Chairman of the Board, he or she shall be responsible for setting policy and direction under the general guidance of the Board of Directors and shall preside at all meetings of the Board of Directors. The Chief Executive Officer shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed or where the signing and execution thereof shall be expressly delegated by the Board of Directors to another officer or agent of the Corporation. The Chief Executive Officer shall perform any other duties as may from time to time be delegated to him or her by the Board of Directors.

Section 5.6. Vice President(s). In the absence or disability of the Chief Executive Officer, or at the direction of the Chief Executive Officer, the Vice President, if any, shall perform the duties and exercise the powers of the Chief Executive Officer. If the Corporation has more than one Vice President, the one designated by the Board of Directors shall act in the absence of the Chief Executive Officer. Vice Presidents shall perform the duties and have the powers that the Board of Directors may from time to time assign to them.

Section 5.7. Secretary and Assistant Secretaries. The Secretary shall attend all meetings of the Board of Directors and all meetings of the shareholders and record all of the acts and proceedings of the shareholders and the Board of Directors. The Secretary shall give, or cause to be given, notice of all meetings of the shareholders and meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the Chief Executive Officer. The Secretary shall have custody of the corporate seal of the Corporation and shall have the authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by such officer’s signature. The Secretary shall perform any additional duties and have any additional powers the Board of Directors may from time to time assign to him or her. In the absence or disability of the Secretary or at the direction of the Chief Executive Officer, the Assistant Secretary, if any, may perform the duties and exercise the powers of the Secretary.

Section 5.8. Treasurer and Assistant Treasurers. The Treasurer shall be responsible for the custody of all funds and securities belonging to the Corporation and for the receipt, deposit or disbursement of funds and securities under the direction of the Board of Directors. The Treasurer shall maintain full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall make reports of the same to the Board of Directors and the Chief Executive Officer upon request. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements. The Treasurer shall perform all duties as may be assigned to him or her from time to time by the Board of Directors. The Assistant Treasurer, if any, shall in the absence or disability of the Treasurer or at the direction of the Chief Executive Officer perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

 

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ARTICLE VI

STOCK CERTIFICATES

Section 6.1. Stock Certificates. Certificates that represent shares of stock in the Corporation will be in the form determined by the Board of Directors. Certificates will be signed by the Chief Executive Officer and Secretary of the Corporation. Certificates will be consecutively numbered. The name and address of the person receiving the issued shares, the certificate number, the number of shares, and the date of issue will be recorded by the secretary of the Corporation in the corporate stock transfer ledger.

Section 6.2. Signatures. Any or all of the signatures on a certificate may be facsimiles. If any officer who signs or whose facsimile signature is placed upon a stock certificate ceases to be such officer before the stock certificate is issued, it may be issued by the Corporation with the same effect as if he or she was that officer at the date of its issue.

Section 6.3. Lost Certificates. The Board of Directors may direct a new certificate to be issued in place of any stock certificate previously issued by the Corporation that is alleged to have been lost or destroyed. When authorizing the issue of a new stock certificate, the Board of Directors, in its discretion and as a condition precedent to its issuance, may prescribe any terms and conditions as it deems expedient and may require any indemnities as it deems adequate to protect the Corporation from any claim that may be made against it with respect to any stock certificate alleged to be lost or destroyed.

Section 6.4. Transfer of Shares. Upon surrender to the Corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate canceled and the transaction recorded upon the books of the Corporation.

Section 6.5. Registered Shareholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

 

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ARTICLE VII

GENERAL PROVISIONS

Section 7.1. Dividends. Subject to the provisions of the Articles of Incorporation or the VSCA, dividends may be declared by the Board of Directors at any regular or special meeting. Dividends may be paid in cash, in property or in shares of the capital stock, subject to any provisions of the Articles of Incorporation or the VSCA. Before payment of a dividend, there may be set aside out of any funds of the Corporation available for dividends such sums as the Directors from time to time, in their absolute discretion, think proper as a reserve to meet contingencies, or for any other purpose as the Directors determine is in the interest of the Corporation.

Section 7.2. Checks. All checks, demands for money or notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 7.3. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 7.4. Corporate Seal. If the Board of Directors determines that there should be a corporate seal for the Corporation, it shall be in the form as the Board of Directors may from time to time determine. In the event it is inconvenient to use such a seal at any time, or in the event the Board of Directors shall not have determined to adopt a corporate seal, the signature of the Corporation followed by the word “Seal” enclosed in parentheses or scroll shall be deemed the seal of the Corporation. The seal shall be in the custody of the Secretary and affixed by him or her or by his or her assistants on all appropriate papers.

Section 7.5. Execution of Instruments. The Chief Executive Officer, the Chief Financial Officer, the Secretary and the Treasurer each may enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation. The Board of Directors, the Chairman of the Board or the Chief Executive Officer may authorize any other officer, employee or agent to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation. Any such authorization may be general or limited to specific contracts or instruments.

Section 7.6. Article Titles and Subtitles. The Article titles and Section subtitles found in these Bylaws are intended solely to organize the provisions of the Bylaws and are not intended to limit, append, expand or otherwise interpret any provision found herein.

ARTICLE VIII

AMENDMENTS

Section 8.1. Amendments. These Bylaws may be altered, amended or repeal, and new Bylaws may be made, by the shareholders, and by the Board of Directors unless (1) the Articles of Incorporation or the VSCA reserves this power exclusively to the shareholders in whole or in part or (2) the shareholders, in altering, amending or repealing a particular Bylaw, provide expressly that the Board of Directors may not alter, amend or repeal such bylaw.

 

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Exhibit 99.1

The Kraft Heinz Company Announces Successful Completion of the Merger between

Kraft Foods Group and H.J. Heinz Holding Corporation

Combination Creates Unparalleled Portfolio of Powerful and Iconic Brands

Thursday, July 2, 2015

PITTSBURGH, Pa. and NORTHFIELD, Ill. – The Kraft Heinz Company (NASDAQ: KHC) is pleased to announce the successful completion of the merger between Kraft and Heinz.

The transaction creates the third-largest food and beverage company in North America and the fifth-largest food and beverage company in the world with an unparalleled portfolio of iconic brands. The complementary nature of the two brand portfolios presents substantial opportunity for synergies, which will result in increased investments in marketing and innovation. This historic transaction unites two powerful businesses and iconic brands, and provides a platform for leadership in the food industry both domestically and internationally.

Management and Governance

As previously announced, The Kraft Heinz Company’s Board of Directors is comprised of the following 11 directors: Alex Behring (who will serve as Chairman of the Board), Gregory Abel, Tracy Britt Cool, Warren Buffett, John T. Cahill (who will serve as Vice Chairman of the Board), L. Kevin Cox, Jeanne P. Jackson, Jorge Paulo Lemann, Mackey J. McDonald, John C. Pope, and Marcel Telles.

Also as previously announced, Bernardo Hees is Chief Executive Officer of The Kraft Heinz Company. The rest of the Kraft Heinz Company senior leadership team was announced on June 29, 2015.

“I am honored and humbled to be the CEO of The Kraft Heinz Company,” said Mr. Hees. “Kraft and Heinz are both world-class organizations with storied pasts and together, an even brighter future.”

KHC

Effective as of the close of trading today, July 2, 2015, Kraft Foods Group, Inc. common shares will cease trading on the NASDAQ. The Kraft Heinz Company common shares will begin trading on the NASDAQ under the trading symbol KHC on Monday, July 6, 2015.

Dividend

On July 31, 2015, The Kraft Heinz Company will pay a cash dividend of $0.55 per share to all stockholders of record at the close of business on July 27, 2015. This dividend will be in lieu of the dividend declared on June 22, 2015, by Kraft to its shareholders of record as of July 27, 2015, the payment of which was conditional on the merger not having closed by that date.

Next Steps

The Company’s immediate focus is on integrating the two businesses and establishing a new organizational structure, while delivering its financial objectives for 2015.

The Kraft Heinz Company remains committed to its hometowns with co-headquarters in Pittsburgh and the Chicago area. The Heinz brand and business will remain headquartered in Pittsburgh and the Kraft brand and business will remain headquartered in the Chicago area.

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ABOUT HEINZ

H.J. Heinz Company, offering “Good Food Every Day,”™ is one of the world’s leading marketers and producers of healthy, convenient and affordable foods specializing in ketchup, sauces, meals, soups, snacks and infant nutrition. Heinz provides superior quality, taste and nutrition for all eating occasions whether in the home, restaurants, the office or “on-the-go.” Heinz is a global family of leading branded products, including Heinz^® Ketchup, sauces, soups, beans, pasta and infant foods (representing over one third of Heinz’s total sales), Ore-Ida^® potato products, Weight Watchers^® Smart Ones^® entrées, T.G.I. Friday’s^® snacks, and Plasmon infant nutrition. Heinz is famous for its iconic brands on six continents, showcased by Heinz^® Ketchup, The World’s Favorite Ketchup^®.

ABOUT KRAFT FOODS GROUP

Kraft Foods Group, Inc. (NASDAQ: KRFT) is one of North America’s largest consumer packaged food and beverage companies, with annual revenues of more than $18 billion. The company’s iconic brands include Kraft, Capri Sun, Jell-O, Kool-Aid, Lunchables, Maxwell House, Oscar Mayer, Philadelphia, Planters and Velveeta. Kraft’s 22,000 employees in the U.S. and Canada have a passion for making the foods and beverages people love. Kraft is a member of the Standard & Poor’s 500 and the NASDAQ-100 indices. For more information about Kraft, visit www.kraftfoodsgroup.com and www.facebook.com/kraft.

Contact:

Media:

Michael Mullen

SVP, Corporate & Government Affairs

Phone: +1 (412) 456-5751

Email: michael.mullen@kraftheinzcompany.com

Investors:

ir@kraftheinzcompany.com

Forward-Looking Statements

Except for the historical information contained herein, certain of the matters discussed in this communication constitute “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, both as amended by the Private Securities Litigation Reform Act of 1995. Words such as “may,” “might,” “will,” “should,” “could,” “anticipate,” “estimate,” “expect,” “predict,” “project,” “future”, “potential,” “intend,” “seek to,” “plan,” “assume,” “believe,” “target,” “forecast,” “goal,” “objective,” “continue” or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding benefits of the merger, integration plans and expected synergies, anticipated future financial and operating performance and results, including estimates for growth. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this communication. For example, the ability to successfully integrate the businesses of Kraft and Heinz, risks related to disruption of management time from ongoing business operations due to the transaction and the risk that the merger could have an adverse effect on the ability of Kraft and Heinz to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating results and businesses generally, problems may arise in successfully integrating the businesses of the companies, which may result in the combined company not operating as effectively and efficiently as expected, the combined company may be unable to achieve cost-cutting synergies or it may take longer than expected to achieve those synergies, and other factors. All such factors are difficult to predict and are beyond our control. We disclaim and do not undertake any obligation to update or revise any forward-looking statement in this report, except as required by applicable law or regulation.