PEPSICO INC

For the period ended May 6, 2026. Filed Mar 27, 2026.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 6, 2026 · Filed Mar 27, 2026

PEP$141.34-1.0%Stored close · as of Nov 6, 2026

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Contents

Proxy Statement Summary

This summary highlights certain information contained in this Proxy Statement. You should read the entire Proxy Statement and 2025 Annual Report carefully before you vote.

PepsiCo: Hungry & Thirsty for Growth

We’re building upon the history and progress we’ve made since PepsiCo was founded in 1965 to create an even stronger foundation for the decades ahead. We continue to sharpen our focus on our accelerated growth agenda, anchored in three global priorities: movingfaster, gettingstronger, and operatingbetter.

FASTER	STRONGER	BETTER
Evolve our portfolio with innovation to bring new consumers into the category and capture new occasions in away-from-home	Leverage One PepsiCo to drive efficiency and accelerate tech-enabled transformation to simplify the business and unlock scale	Continue to build resilience in our business and broader ecosystem with PepsiCo Positive (pep+), working to support long-term performance

For more information regarding our pep+ initiatives, please refer to “Our Sustainable Business Practices” beginning on page 38 and visitwww.pepsico.com/pepsico-positive.[1]

Matters to Be Voted on at Our 2026 Annual Meeting of Shareholders

Shareholders will be asked to vote on the following matters at the Annual Meeting of Shareholders:

Proxy Item 1	Election of 13 Director Nominees Named in This Proxy Statement
The Board recommends a vote FOR each director nominee.	Page 11
Proxy Item 2	Ratification of Appointment of KPMG LLP as our Independent Registered Public Accounting Firm for Fiscal Year 2026
The Board recommends a vote FOR this proposal.	Page 45
Proxy Item 3	Advisory Approval of the Company’s Executive Compensation
The Board recommends a vote FOR this proposal.	Page 48
Proxy Items 4-6	Shareholder Proposals (each if properly presented)
The Board recommends a vote AGAINST each of these proposals.	Page 88

[1]	The information on any website mentioned in this Proxy Statement is not, and shall not be deemed to be, a part of this Proxy Statement or incorporated herein or into any of our other filings with the Securities and Exchange Commission (the “SEC”).

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Director Nominees

Our Nominating and Corporate Governance Committee and our Board have determined that the director nominees possess a broad range of backgrounds, viewpoints, skills and experiences to effectively oversee PepsiCo’s long-term business strategy. The following table provides summary information about each director nominee. For more detailed information about our directors, please see “Election of Directors (Proxy Item No. 1)” beginning on page 11 of this Proxy Statement.

Director · Committee Membership
Name · Primary Occupation · Since · Age* · Independent · AC · CC · NCG · SPP
Jennifer Bailey	Vice President, Internet Services, Apple Pay, Apple, Inc.	2023	63
Cesar Conde(Presiding Director-Elect)	Chairman, NBCUniversal News Group	2016	52
Ian Cook(Presiding Director)	Former Chairman, President and Chief Executive Officer, Colgate-Palmolive Company	2008	73
Edith W. Cooper	Former Executive Vice President and Global Head, Human Capital Management, The Goldman Sachs Group, Inc.	2021	64
Susan M. Diamond	Chief Executive Officer, Wellvana Health, LLC	2023	52	E
Dina Dublon	Former Executive Vice President and Chief Financial Officer, JPMorgan Chase & Co.	2005	72
Michelle Gass	President and Chief Executive Officer, Levi Strauss & Co.	2019	58
David W. Gibbs	Former Chief Executive Officer, Yum! Brands, Inc.	NN	62	PM E
Ramon L. Laguarta	Chairman of the Board and Chief Executive Officer, PepsiCo	2018	62
Sir Dave J. Lewis	Chief Executive Officer, Diageo plc	2020	61
Robert C. Pohlad	President and Chief Executive Officer of various family-owned entities; Former Chairman and Chief Executive Officer, PepsiAmericas, Inc.	2015	71
Daniel Vasella, MD	Former Chairman and Chief Executive Officer, Novartis AG	2002	72
Alberto Weisser	Former Chairman and Chief Executive Officer, Bunge Limited	2011	70	E

* Ages are as of March 27, 2026.		= Committee Chair	AC	= Audit Committee
		= Committee Member	CC	= Compensation Committee
	NN	= Audit Committee Financial Expert	NCG	= Nominating and Corporate Governance Committee
	NN	= New Nominee	SPP	= Sustainability and Public Policy Committee
	PM	= Prospective Member

6 |PEPSICO 2026 Proxy Statement

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Director Nominee Highlights

Director succession planning is a robust, ongoing process at PepsiCo. Our Board regularly evaluates desired backgrounds in light of the Company’s strategy and evolving needs. We believe our 13 director nominees bring a well-rounded range of backgrounds, viewpoints, skills and experiences, and represent an effective mix of deep Company knowledge and fresh perspectives.

Range of Tenures*		Mix of Ages*		Independent Oversight
Average Tenure: 9.5 Years	Average Age: 64.0 62% are 65 or younger		12 of 13 director nominees are independent All 4 Board Committeesare independent

Tenure and age are as of March 27, 2026.

Backgrounds and Experiences

For further information on these backgrounds and experiences, see page 21.

Global Perspective

Among our 13 director nominees, 38% are female, and 31% are racially/ethnically diverse (including 3 Hispanic/Latinx director nominees and 1 African American/Black director nominee).

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Executive Compensation At-a-Glance

2025 PepsiCo Performance Highlights

PepsiCo continued to navigate multiple challenges that disrupted its business activities, including the heightened inflationary pressure that lowered consumer confidence, tariffs, and ongoing geopolitical tensions. Despite these obstacles, our focus on generating shareholder value and pursuing growth did not waver. Highlights of our 2025 performance include:

Organic RevenuePerformance[2]	Core Constant CurrencyEarnings Per Share(“EPS”) Change[2]	Free Cash Flow ExcludingCertain Items[2]	Total Shareholder Return (“TSR”)	Cash Returned to Shareholders
1.7%	–%	$10.0 Billion	-1.9%	$8.6 Billion

Noteworthy accomplishments in 2025 that fostered sustainable shareholder value include:

■	Successfully implemented our new operating model, elevating and building growth-focused International Operating Units with enabling capabilities
■	Reshaped our portfolio through strategic mergers and acquisitions, including the successful completion of the Garza Food Ventures LLC (“Siete Foods”) and VNGR Beverage, LLC (“poppi”) acquisitions
■	Reduced or removed artificial colors in key brands across the PepsiCo Foods U.S. portfolios
■	Accelerated our portfolio transformation by fueling our core portfolio with a strong pipeline of innovation, such as Pepsi Prebiotic and NKD Doritos and Cheetos

We continued to deliver on ourFaster, Stronger and Betteraspirations to support Winning with PepsiCo Positive, Always, Everywhere.

FASTER	STRONGER	BETTER
Execution: Named number one supplier by our retail partners in Kantar’s 2025 PoweRanking for the 10th consecutive year, recognizing PepsiCo’s ability to anticipate retailer needs and deliver creative solutions Product Innovation: Accelerated our innovation pipeline and launched new offerings in emerging and functional spaces	Digital Transformation: Collaborated with Salesforce and Amazon Web Services (“AWS”) to advance our digital transformation and enhance customer and consumer experience One PepsiCo: Drove incremental savings to reinvest in growth and identified additional opportunities to expand Global Capability Centers (“GCC”) penetration across regions and functions	pep+: Leveraged achievements made since the implementation of pep+ in 2021 and refined sustainability goals to position business for the long-term Branding: Launched our new corporate identity, focusing on who we are today and uniting our people, brands, and purpose under a refreshed identity

The Principles of Our Executive Compensation Program

Our executive compensation program is designed to drive performance excellence, hold management accountable for key financial and strategic objectives, and align the interests of PepsiCo’s executive officers with those of our shareholders. The Compensation Committee oversees and evaluates the program against our evolving business strategy, competitive practices, regulatory developments, and corporate governance trends.

The Compensation Committee has incorporated market-leading governance features into our programs that include stringent clawback policies, rigorous stock ownership requirements, and challenging targets for incentive awards set at the beginning of the performance period taking into consideration our business strategy, operating goals, and external financial guidance.

Our executive compensation program avoids shareholder-unfriendly features. For our executive officers, we do not have employment agreements or supplemental retirement plans, and we prohibit hedging or pledging of Company stock.

[2]

To evaluate performance in a manner consistent with how management evaluates our performance results and trends, the Compensation Committee applies certain Business Performance metrics that are not in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) as compensation performance measures to both long-term and annual incentive awards. Please refer to Appendix A to this Proxy Statement for a description and reconciliation of these non-GAAP financial measures relative to reported GAAP financial measures, and to pages 45-49 and 51 of PepsiCo’s 2025 Annual Report on Form 10-K for the fiscal year ended December 27, 2025 for a more detailed description of the items excluded from these measures.

8 |PEPSICO 2026 Proxy Statement

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2025 Target Pay Mix for Named Executive Officers

To align pay levels for Named Executive Officers (“NEOs”) with the Company’s performance, our pay mix places the greatest emphasis on performance-based incentives.

Chairman and CEO Target Pay Mix	NEO Average Target Pay Mix (Excluding Chairman and CEO)

Compensation Highlights

[3]	For further information on PepsiCo’s three-year average Core Constant Currency EPS Change and Organic Revenue Performance compensation performance measures, which are non-GAAP financial measures, please refer to Appendix A to this Proxy Statement.

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Corporate Governance Highlights

Our Corporate Governance Policies Reflect Best Practices

Many of our corporate governance practices are a result of valuable feedback and collaboration with our shareholders and other stakeholders who have provided important external viewpoints that inform our decisions and strategy.

For example, over the last several years:

■	The Board amended our Corporate Governance Guidelines:
	–	in 2024 to add a requirement that the Nominating and Corporate Governance Committee conduct an annual review of director commitments in connection with the Committee’s recommendation of directors for election to the Board at the Annual Meeting of Shareholders;
	–	in 2024 to specifically state that the Board will consider a director’s past shareholder vote in director elections when determining whether to accept a resignation offer of a director who does not receive majority vote support;
	–	in 2021 to mention food safety and cybersecurity as areas of Board oversight to reflect existing practices; and
	–	in 2019 to decrease the total number of public company boards that a non-executive director can serve on from 5 to 4 and establish a limit of 2 total public company boards for directors who are public company executive officers.
■	The Compensation Committee adopted a cash severance policy under which the Company will seek shareholder ratification of new severance agreements with an executive officer that provides for certain cash severance benefits exceeding 2.99 times the sum of the executive officer’s base salary and target annual incentive award (or average of prior three years of actual annual incentive awards, if greater).
■	The Board established a Sustainability and Public Policy Committee in 2017. The Committee is comprised entirely of independent directors and assists the Board in providing more focused oversight of key sustainability, inclusion and public policy matters.

Independent Oversight	■ 12 of 13 director nominees are independent (all except for the CEO) ■ Independent Presiding Director with clearly defined and robust responsibilities ■ Regular executive sessions of independent directors at Board meetings (chaired by independent Presiding Director) and Committee meetings (chaired by independent Committee Chairs) ■ 100% independent Board Committees ■ Active Board oversight of the Company’s strategy and risk management, including food safety, cybersecurity, sustainability and human capital management
Board Refreshment	■ Comprehensive, ongoing Board succession planning process, including election of a new Presiding Director effective May 2026 ■ Regular Board refreshment and mix of tenure of directors (1 director nominee is a new candidate for election to the Board and 3 nominees joined since the beginning of 2021) ■ Annual Board and Committee assessments, including periodic individual director assessments facilitated by a third party ■ Mandatory retirement age of 75 ■ Comprehensive director orientation and ongoing director education
Shareholder Rights	■ Annual election of all directors ■ Proxy access right for shareholders ■ Majority-vote and director resignation policy for directors in uncontested elections ■ 20% of shares of the Company’s Common Stock are able to call special meeting ■ One class of outstanding shares with each share entitled to one vote
Good Governance Practices	■ Prohibition on hedging or pledging Company stock ■ Stringent clawback policy applicable to directors and executives ■ Rigorous director and executive stock ownership requirements ■ Active and ongoing shareholder engagement program ■ Global Code of Conduct applicable to directors and all employees with annual compliance certification ■ Robust political activities disclosures on our website

10 |PEPSICO 2026 Proxy Statement

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