PEPSICO INC — Remuneration Information 2016

Mar 18, 2016

DEFA14A 1 pepsico_defa14a.htm DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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●	Preliminary Proxy Statement
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●	Definitive Proxy Statement
●	Definitive Additional Materials
●	Soliciting Material under §240.14a-12

PepsiCo, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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* Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 4, 2016.

PEPSICO, INC.

700 ANDERSON HILL ROAD PURCHASE, NY 10577-1444

Meeting Information

Meeting Type:	Annual Meeting
For holders as of:	February 26, 2016

Date: May 4, 2016 Time: 9:00 a.m. Eastern Daylight Time

Location:
529 South Front Street
New Bern, NC 28562

You are receiving this communication because you hold shares in the company named above.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com , scan the QR Barcode on the reverse side, or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

See the reverse side of this notice to obtain proxy materials and voting instructions.

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Before You Vote

How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:

NOTICE AND PROXY STATEMENT ANNUAL REPORT

How to View Online:

Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com, or scan the QR Barcode below.

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

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INTERNET : | www.proxyvote.com |
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• If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line.

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 20, 2016 to facilitate timely delivery.

How To Vote
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One of the Following Voting Methods

Vote In Person: Many Shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

Vote By Internet: Go to www.proxyvote.com or from a smart phone, scan the QR Barcode above. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions.

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

Shareholder Meeting Registration: To attend the meeting, go to the “Register for Meeting” link at www.proxyvote.com. An admission ticket and valid government-issued photo identification, such as a driver’s license or passport, will be required to enter the meeting. Please bring the admission ticket to the meeting.

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Voting Items

| Company Proposals |
| --- |
| THE BOARD OF DIRECTORS RECOMMENDS A
VOTE “FOR” EACH OF THE NOMINEES
LISTED IN ITEM NO. 1 AND “FOR” ITEMS 2, 3
AND 4. |

1.
Nominees:
1a.	Shona L. Brown
1b.	George W. Buckley
1c.	Cesar Conde
1d.	Ian M. Cook
1e.	Dina Dublon
1f.	Rona A. Fairhead
1g.	Richard W. Fisher
1h.	William R. Johnson
1i.	Indra K. Nooyi
1j.	David C. Page
1k.	Robert C. Pohlad
1l.	Lloyd G. Trotter
1m.	Daniel Vasella
1n.	Alberto Weisser

	Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2016.
3.	Advisory approval of the Company’s executive compensation.
4.	Approval of the Renewal and Amendment of the PepsiCo, Inc. Long-Term Incentive Plan.
Shareholder Proposals
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “AGAINST” ITEMS NO. 5, 6, 7 AND 8.
5.	Establish board committee on sustainability.
6.	Report on minimizing impacts of neonics.
7.	Policy regarding Holy Land Principles.
8.	Adopt quantitative renewable energy targets.
NOTE: Also includes
authorization to vote upon such other business as may properly come before the meeting or any adjournment or postponement
thereof.
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