PEPSICO, INC. | Ratification of excessive golden parachutes at Pepsico, Inc.

Status
AGM passed
AGM date
Previous AGM date
Proposal number
5
Resolution details
Company ticker
PEP
Lead filer
Individual
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Remuneration or pay
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Consumer Staples
Company HQ country
United States
Resolved clause
Shareholders request that the Board adopt a policy to seek shareholder approval of senior managers’ new or renewed
pay package that provides for golden parachute payments with an estimated value exceeding 2.99 times the sum of the
executive’s base salary plus target short-term bonus. This proposal only applies to Section 16 Officers.
Whereas clause
The Board shall retain the option to seek shareholder approval at an annual meeting after material terms are agreed upon.
Generous performance-based pay can sometimes be justified but shareholder ratification of “golden parachute” severance
packages with a total cost exceeding 2.99 times base salary plus target short-term bonus better aligns management pay with
shareholder interests.
This proposal is relevant even if there are current golden parachute limits. A limit on golden parachutes is like a speed limit.
A speed limit by itself does not guarantee that the speed limit will never be exceeded. Like this proposal the rules associated
with a speed limit provide consequences if the limit is exceeded. With this proposal the consequences are a non-binding
shareholder vote is required for unreasonably high golden parachutes.
This proposal places no limit on long-term equity pay or any other type pay. This proposal thus has no impact on the ability
to attract executive talent or discourage the use of long-term equity pay because it places no limit on golden parachutes. It
simply requires that extra large golden parachutes be subject to a non binding shareholder vote at a shareholder meeting
already scheduled for other matters.
This proposal is relevant because the annual say on executive pay vote does not have a separate section for approving or
rejecting golden parachutes.
The topic of this proposal received between 51% and 65% support at:
FedEx
Spirit AeroSystems
Alaska Air
Fiserv
Supporting statement
Filed by John Chevedden

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