0001418135FALSE00014181352023-06-122023-06-12
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): June 12, 2023
Keurig Dr Pepper Inc.
(Exact name of registrant as specified in its charter)
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| Delaware |
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001-33829 |
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98-0517725 |
| (State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
53 South Avenue, Burlington, Massachusetts 01803
(Address of principal executive offices, including zip code)
781-418-7000
(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 (see General Instruction A.2. below):
☐ 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-14(c) under the Exchange Act (17 CFR 240.13e-14(c))
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class |
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Trading Symbol |
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Name of each exchange on which registered |
| Common stock |
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KDP |
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Nasdaq Stock Market LLC |
ITEM 5.07. Submission of Matters to a Vote of Security Holders
On June 12, 2023, Keurig Dr Pepper Inc. (the "Company") held its Annual Meeting via the internet at www.virtualshareholdermeeting.com/KDP2023. The matters voted upon at the Annual Meeting and the results are set forth below:
Proposal 1: Election of Directors
The Company's stockholders approved the election of the following directors to hold office for a one-year term and until their respective successors shall have been duly elected and qualified.
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For |
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Against |
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Abstentions |
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Broker Non-Votes |
Robert Gamgort |
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1,171,304,667 |
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38,642,376 |
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2,908,357 |
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42,176,335 |
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Oray Boston |
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1,208,420,523 |
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4,019,354 |
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415,523 |
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42,176,335 |
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| Olivier Goudet |
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1,141,351,238 |
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71,079,917 |
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424,245 |
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42,176,335 |
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| Peter Harf |
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1,164,436,647 |
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47,994,176 |
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424,577 |
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42,176,335 |
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| Juliette Hickman |
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1,207,836,443 |
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4,610,111 |
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408,846 |
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42,176,335 |
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Paul Michaels |
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1,177,419,167 |
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35,020,301 |
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415,932 |
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42,176,335 |
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| Pamela Patsley |
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1,120,564,110 |
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91,814,596 |
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476,694 |
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42,176,335 |
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Lubomira Rochet |
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1,162,441,821 |
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49,987,461 |
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426,118 |
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42,176,335 |
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Debra Sandler |
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1,191,758,670 |
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20,679,198 |
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417,532 |
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42,176,335 |
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Robert Singer |
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1,206,519,301 |
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5,925,411 |
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410,688 |
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42,176,335 |
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Larry Young |
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1,163,882,694 |
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48,542,360 |
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430,346 |
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42,176,335 |
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Proposal 2: Approval of the Advisory Resolution on Executive Compensation
The Company's stockholders approved the advisory resolution regarding the Company's executive compensation.
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| For |
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Against |
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Abstentions |
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Broker Non-Votes |
| 990,621,418 |
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221,713,354 |
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520,628 |
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42,176,335 |
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Proposal 3: Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation
The majority of the Company's stockholders voted that future advisory votes on executive compensation be held every one year. Based on this vote, and consistent with its recommendation to stockholders, the Board of Directors of the Company has determined that the Company will hold the advisory vote on the executive compensation every year.
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Every One Year |
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Every Two Years |
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Every Three Years |
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Abstentions |
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Broker Non-Votes |
| 1,204,690,815 |
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169,827 |
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7,769,777 |
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224,981 |
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42,176,335 |
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Proposal 4: Approval of the Ratification Proposal
The Company's stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.
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| For |
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Against |
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Abstentions |
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Broker Non-Votes |
| 1,251,513,544 |
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3,106,192 |
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411,999 |
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— |
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SIGNATURES
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.
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KEURIG DR PEPPER INC. |
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Dated: June 16, 2023 |
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By: |
/s/ Anthony Shoemaker |
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Name: |
Anthony Shoemaker |
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Title: |
Chief Legal Officer, General Counsel and Secretary |
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