false000163745912/3100016374592022-11-032022-11-03
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): November 3,
2022
The Kraft Heinz Company
(Exact name of registrant as specified in its charter)
|
|
|
|
|
|
|
|
|
|
Delaware |
001-37482 |
46-2078182 |
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(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))
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
|
|
|
|
|
|
|
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
|
Common stock, $0.01 par value |
KHC |
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§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 November 3, 2022, the Board of Directors (the “Board”) of The
Kraft Heinz Company (the “Company”) elected Diane Gherson as a
member of the Board and appointed her to serve on the Compensation
Committee, effective as of such date. Ms. Gherson was not selected
pursuant to any arrangement or understanding between her and any
other persons. There are no transactions between Ms. Gherson and
the Company that would be reportable under Item 404(a) of
Regulation S-K.
Ms. Gherson will be compensated according to the Company’s
compensation program for non-employee directors as described in the
Company’s proxy statement on Schedule 14A filed with the U.S.
Securities and Exchange Commission on March 25, 2022.
Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
On November 3, 2022, the Board amended and restated the Company’s
by-laws (the “By-Laws”), effective as of such date. Among other
things, the amendments: (a) update the procedural mechanics with
respect to adjourned meetings of stockholders; (b) provide for
procedures and requirements with respect to stockholders’ right to
act by written consent in lieu of a meeting (including procedures
and requirements for stockholders to request a record date for such
action); (c) clarify the types of rules, regulations, and
procedures that the chairperson of a meeting of stockholders may
prescribe and enforce; (d) enhance the procedural mechanics and
disclosure requirements relating to business proposals submitted
and director nominations made by stockholders, including by
requiring: (i) certain additional background information regarding
the proposing stockholders, proposed nominees, and other persons
related to such matter, (ii) with respect to a director nomination,
a representation as to whether the stockholder, beneficial owner,
affiliates, or other participants will engage in a solicitation
with respect to such nomination and, if so, whether or not such
solicitation will be conducted as an exempt solicitation under the
applicable rules of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), and, in the case of any solicitation that is
subject to Rule 14a-19 of the Exchange Act, confirming that such
person or group will deliver a proxy statement and form of proxy to
holders of at least 67% of the voting power of the Company’s stock
entitled to vote generally in the election of directors, (iii) a
representation that, immediately after soliciting the required
percentage of stockholders described above, the stockholder
submitting such matter will provide the Company with evidence
confirming that the necessary steps have been taken to deliver a
proxy statement and form of proxy to holders of the required
percentage of the voting power of the Company’s stock entitled to
vote generally in the election of directors, and (iv) certain
representations from a proposed nominee relating to certain
agreements, arrangements or understandings such individual may have
with other parties and such individual’s compliance with applicable
Company guidelines and policies, if elected as a director; (e)
require that a stockholder directly or indirectly soliciting
proxies from other stockholders use a proxy card color other than
white; and (f) opt out of Section 116 of the General Corporation
Law of the State of Delaware by requiring that certain notices and
other information or documents provided by stockholders to the
Company pursuant to the By-Laws must be delivered in writing. The
By-Laws also incorporate various other updates and technical,
clarifying and conforming changes.
The foregoing description is qualified in its entirety by reference
to the full text of the By-Laws, as amended and restated, a copy of
which is attached o this Current Report on Form 8-K as Exhibit 3.1
and incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
On November 7, 2022, the Company issued a press release announcing
the Board’s election of Ms. Gherson to the Board. A copy of the
press release is attached as Exhibit 99.1 to this Current Report on
Form 8-K.
The information furnished pursuant to this Item 7.01, including
Exhibit 99.1, shall not be deemed to be “filed” for purposes of
Section 18 of, or otherwise regarded as filed under, the Exchange
Act, nor shall it be deemed incorporated by reference into any
filing under the Securities Act of 1933, as amended, or in the
Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) The following exhibit is furnished with this Current Report on
Form 8-K.
|
|
|
|
|
|
|
|
|
|
Exhibit No. |
|
Description |
|
3.1 |
|
|
|
99.1 |
|
|
|
104 |
|
The cover page of The Kraft Heinz Company’s Current Report on Form
8-K dated November 3, 2022, formatted in inline XBRL. |
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: November 7, 2022 |
By: |
/s/ Rashida La Lande |
|
|
Rashida La Lande |
|
|
Executive Vice President, Global General Counsel, and Chief
Sustainability and Corporate Affairs Officer
|
Kraft Heinz (NASDAQ:KHC)
Gráfico Histórico do Ativo
De Dez 2022 até Jan 2023
Kraft Heinz (NASDAQ:KHC)
Gráfico Histórico do Ativo
De Jan 2022 até Jan 2023
