PEPSICO, INC. | Director Election Resignation Bylaw at Pepsico, Inc.

Status
17.87% votes in favour
AGM date
Previous AGM date
Proposal number
7
Resolution details
Company ticker
PEP
Lead filer
Individual
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • CEO / chair duality
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Consumer Staples
Company HQ country
United States
Resolved clause
Resolved: That the shareholders of PepsiCo, Inc. (ÒCompanyÓ) hereby request that the board of directors take the necessary
action to adopt a director election resignation bylaw that requires each director nominee to submit an irrevocable conditional
resignation to the Company to be effective upon the directorÕs failure to receive the required shareholder majority vote
support in an uncontested election. The proposed resignation bylaw shall require the Board to accept a tendered resignation
absent the finding of a compelling reason or reasons to not accept the resignation. Further, if the Board does not accept a
tendered resignation and the director remains as a ÒholdoverÓ director, the resignation bylaw shall stipulate that should a
ÒholdoverÓ director fail to be re-elected at the next annual election of directors, that directorÕs new tendered resignation will be
automatically effective 30 days after the certification of the election vote. The Board shall report the reasons for its actions to
accept or reject a tendered resignation in a Form 8-K filing with the U.S. Securities and Exchange Commission.
Supporting statement
Supporting Statement: The Proposal requests that the Board establish a director resignation bylaw to enhance director
accountability. The Company has established in its bylaws a majority vote standard for use in an uncontested director election,
an election in which the number of nominees equal the number of open board seats. Under applicable state corporate law, a
directorÕs term extends until his or her successor is elected and qualified, or until he or she resigns or is removed from office.
Therefore, an incumbent director who fails to receive the required vote for election under a majority vote standard continues
to serve as a ÒholdoverÓ director until the next meeting of shareholders. A Company governance policy currently addresses the
continued status of an incumbent director who fails to be re-elected by requiring such director to tender his or her resignation
for Board consideration.
The new director resignation bylaw will set a more demanding standard of review for addressing director resignations then that
contained in the CompanyÕs resignation governance policy. The resignation bylaw will require the reviewing directors to articulate
a compelling reason or reasons for not accepting a tendered resignation and allowing an un-elected director to continue to serve
as a ÒholdoverÓ director. Importantly, if a directorÕs resignation is not accepted and he or she continues as a ÒholdoverÓ director but
again fails to be elected at the next annual meeting of shareholders, that directorÕs new tendered resignation will be automatically
effective 30 days following the election vote certification. While providing the Board latitude to accept or not accept the initial
resignation of an incumbent director that fails to receive majority vote support, the amended bylaw will establish the shareholder vote as the final word when a continuing ÒholdoverÓ director is not re-elected. The ProposalÕs enhancement of the director
resignation process will establish shareholder voting in director elections as a more consequential governance right.

Filed by Mid-America Carpenters Pension Fund

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