Form 8-K

 

 

 

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): February 2, 2012

 

 

PepsiCo, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

 

North Carolina   1-1183   13-1584302

(State or other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

700 Anderson Hill Road

Purchase, New York 10577

  
  (Address of Principal Executive Offices)  

Registrant’s telephone number, including area code: (914) 253-2000

N/A

(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))

 

 

 

 

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

On February 2, 2012, the Compensation Committee (the “Committee”) of the Board of Directors of PepsiCo, Inc. (“the Company”) authorized the adoption of a form of Annual Long-Term Incentive Award Agreement (“LTI Award Agreement”) for use in granting market stock units and long-term cash awards to certain senior executives. These awards will vest on the third anniversary of the grant date, subject to the recipient’s continued employment through such date and the level of performance attained with respect to the applicable performance metrics.

The above description of the form of LTI Award Agreement is qualified in its entirety by reference to the Form of Annual Long-Term Incentive Award Agreement, attached hereto as Exhibit 10.1, and the PepsiCo, Inc. 2007 Long-Term Incentive Plan, as amended and restated March 12, 2010, attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 11, 2010, each of which is incorporated by reference herein.

 

Item 8.01. Other Events.

On February 2, 2012, the Board of Directors of the Company declared a quarterly dividend of $0.515 payable March 30, 2012, to shareholders of record on March 2, 2012. Attached as Exhibit 99.1 and incorporated by reference into this Item 8.01 is a copy of the press release issued by the Company, dated February 3, 2012.

 

Item 9.01. Financial Statements and Exhibits.

Exhibit 10.1 Form of Annual Long-Term Incentive Award Agreement

Exhibit 99.1 Press release issued by PepsiCo, Inc., dated February 3, 2012

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.

 

    PEPSICO, INC.
Date: February 3, 2012     By:   /s/    Maura Abeln Smith         
    Name:   Maura Abeln Smith
    Title:   Executive Vice President, Government Affairs, General Counsel and Corporate Secretary

INDEX TO EXHIBITS

Exhibit 10.1 Form of Annual Long-Term Incentive Award Agreement

Exhibit 99.1 Press release issued by PepsiCo, Inc., dated February 3, 2012