[8-K] Keurig Dr Pepper Inc. Reports Material Event

Rhea-AI Filing Summary

Keurig Dr Pepper held its Annual Meeting of Stockholders on June 18, 2025, where shareholders voted on three key proposals:

1. Board Elections: All nine director nominees were successfully elected with strong majority support. Notable directors include Timothy Cofer (1.22B votes for), Robert Gamgort (1.21B votes for), and Pamela Patsley (1.17B votes for).

2. Say-on-Pay Vote: Shareholders approved the advisory resolution on executive compensation with 1.15 billion votes in favor (94.5% approval) versus 67.1 million against.

3. Auditor Ratification: Deloitte & Touche LLP was confirmed as the independent auditor for FY2025, receiving overwhelming support with 1.24 billion votes in favor (99.7% approval).

The high approval rates across all proposals indicate strong shareholder confidence in KDP's governance and management. The meeting had significant participation with over 1.2 billion shares voted.

Positive

• Strong shareholder support for board members with all directors receiving over 94% approval rates, indicating strong corporate governance
• Executive compensation plan received significant stockholder approval with 94.5% votes in favor, suggesting alignment with shareholder interests
• Near-unanimous approval (99.7%) for Deloitte & Touche LLP as independent auditor, demonstrating shareholder confidence in financial oversight

Negative

• Notable opposition to director Pamela Patsley with 51.1M votes against, representing the highest dissent among board members

0001418135FALSE00014181352025-06-182025-06-18

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 18, 2025

Keurig Dr Pepper Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-33829

98-0517725

(State or other jurisdiction of incorporation)

(Commission File Number)

(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:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock

KDP

Nasdaq Stock Market LLC

ITEM 5.07. Submission of Matters to a Vote of Security Holders

On June 18, 2025, Keurig Dr Pepper Inc. (the "Company") held its Annual Meeting of Stockholders. The matters voted upon at the Annual Meeting of Stockholders 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.

						For						Against						Abstentions						Broker Non-Votes
Timothy Cofer						1,218,452,492						2,725,711						294,246						25,330,686
Robert Gamgort						1,206,194,760						14,963,959						313,731						25,330,686
Oray Boston						1,203,222,090						17,344,990						905,370						25,330,686
Juliette Hickman						1,217,892,425						3,273,742						306,282						25,330,686
Pamela Patsley						1,168,903,899						51,127,240						1,441,310						25,330,686
Debra Sandler						1,191,083,478						29,468,912						920,060						25,330,686
Robert Singer						1,218,086,797						3,049,871						335,782						25,330,686
Mike Van de Ven						1,218,418,318						2,740,427						313,704						25,330,686
Lawson Whiting						1,216,680,001						4,456,302						336,147						25,330,686

Proposal 2: Approval of the Advisory Resolution on Executive Compensation

The Company's stockholders approved the advisory resolution regarding the Company's executive compensation.

For						Against						Abstentions						Broker Non-Votes
1,153,935,594						67,119,808						417,048						25,330,686

Proposal 3: 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, 2025.

For						Against						Abstentions						Broker Non-Votes
1,242,944,252						3,558,643						300,242						—

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.

KEURIG DR PEPPER INC.

Dated: June 23, 2025

By:

/s/ Anthony Shoemaker

Anthony Shoemaker

Chief Legal Officer, General Counsel and Secretary

FAQ

What were the voting results for KDP's directors at the June 2025 annual meeting?

All nine directors were successfully elected with strong majority support. Timothy Cofer received the highest approval with 1,218,452,492 votes in favor, while Pamela Patsley received the most 'against' votes with 51,127,240. Each director will serve a one-year term until their successors are elected and qualified.

How did KDP shareholders vote on executive compensation (Say-on-Pay) in 2025?

KDP shareholders approved the advisory resolution on executive compensation with 1,153,935,594 votes in favor (94.5% of votes cast), while 67,119,808 voted against and 417,048 abstained. There were 25,330,686 broker non-votes.

Was Deloitte & Touche LLP approved as KDP's auditor for fiscal year 2025?

Yes, shareholders ratified the appointment of Deloitte & Touche LLP as KDP's independent registered public accounting firm for FY2025 with overwhelming support: 1,242,944,252 votes in favor, 3,558,643 against, and 300,242 abstentions.

Who received the highest and lowest shareholder support among KDP's directors in 2025?

Timothy Cofer received the highest shareholder support with 1,218,452,492 'for' votes (99.75% approval of votes cast). Pamela Patsley received the lowest support with 1,168,903,899 'for' votes and 51,127,240 'against' votes (95.7% approval of votes cast).