Kraft Heinz (Nasdaq: KHC) investors approve 2026 pay, incentive plan and PwC
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
The Kraft Heinz Company reported results from its 2026 Annual Meeting of Stockholders. Stockholders elected 10 directors to one-year terms, with support levels generally above 880 million shares for each nominee and significant broker non-votes reported.
Stockholders approved, on an advisory basis, executive compensation with 846,476,891 shares for, 51,123,740 against, and 2,391,574 abstaining. They also approved The Kraft Heinz Company Amended and Restated 2020 Omnibus Incentive Plan (the “2026 Plan”), with 875,403,742 shares for, 22,377,915 against, and 2,210,548 abstaining.
In addition, stockholders ratified the selection of PricewaterhouseCoopers LLP as independent auditors for 2026, with 955,089,151 shares for, 60,577,107 against, and 1,463,630 abstentions.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Key Figures
Say-on-pay support: 846,476,891 shares for
Say-on-pay opposition: 51,123,740 shares against
2026 Plan approval: 875,403,742 shares for
+5 more
8 metrics
Say-on-pay support
846,476,891 shares for
Advisory vote on executive compensation
Say-on-pay opposition
51,123,740 shares against
Advisory vote on executive compensation
2026 Plan approval
875,403,742 shares for
Approval of Amended and Restated 2020 Omnibus Incentive Plan
2026 Plan opposition
22,377,915 shares against
Approval of Amended and Restated 2020 Omnibus Incentive Plan
Auditor ratification for votes
955,089,151 shares for
Ratification of PricewaterhouseCoopers LLP for 2026
Auditor ratification against votes
60,577,107 shares against
Ratification of PricewaterhouseCoopers LLP for 2026
Example director support
893,010,533 shares for
Election of director Steve Cahillane
Broker non-votes
117,137,683 shares
Reported for multiple voting items
Key Terms
Annual Meeting of Stockholders, broker non-votes, Advisory Vote to Approve Executive Compensation, Amended and Restated 2020 Omnibus Incentive Plan, +1 more
5 terms
Annual Meeting of Stockholders regulatory
"held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”)"
broker non-votes financial
"Shares Abstain | Broker Non-Votes 846,476,891 ... | 117,137,683"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Advisory Vote to Approve Executive Compensation regulatory
"Item 2. Advisory Vote to Approve Executive Compensation."
Amended and Restated 2020 Omnibus Incentive Plan financial
"Approval of The Kraft Heinz Company Amended and Restated 2020 Omnibus Incentive Plan (the “2026 Plan”)."
independent auditors regulatory
"ratification of the Selection of PricewaterhouseCoopers LLP ... independent auditors for 2026"
Independent auditors are outside, licensed accountants who examine a company’s books, records and internal controls and issue an objective opinion on whether the financial statements accurately reflect the business’s financial position. Investors treat their report like a neutral inspector’s stamp — it increases trust, makes financial results easier to compare, and alerts readers if there are errors, omissions or other problems that could affect investment decisions.
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): May 14, 2026
The Kraft Heinz Co mpany
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices, including zip code)
(412 ) 456-5700
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 14, 2026, The Kraft Heinz Company (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). The final voting results for the matters properly submitted to a stockholder vote at the Annual Meeting are set forth below.
Item 1. Election of Directors. Stockholders elected each of the 10 nominees to serve as a director of the Company for a one-year term expiring at the Company’s 2027 Annual Meeting of Stockholders as follows:
Director | Shares For | Shares Against | Shares Abstain | Broker Non-Votes | ||||||||||
| John T. Cahill | 860,498,190 | 38,493,016 | 1,000,999 | 117,137,683 | ||||||||||
| Steve Cahillane | 893,010,533 | 6,061,532 | 920,140 | 117,137,683 | ||||||||||
| Humberto P. Alfonso | 892,663,282 | 6,264,744 | 1,064,179 | 117,137,683 | ||||||||||
| L. Kevin Cox | 886,706,622 | 12,208,751 | 1,076,832 | 117,137,683 | ||||||||||
| Lori Dickerson Fouché | 885,426,505 | 13,099,794 | 1,465,906 | 117,137,683 | ||||||||||
| Diane Gherson | 880,937,109 | 18,029,416 | 1,025,680 | 117,137,683 | ||||||||||
| Mary Lou Kelley | 893,922,646 | 5,049,489 | 1,020,070 | 117,137,683 | ||||||||||
| Elio Leoni Sceti | 893,280,682 | 5,771,091 | 940,432 | 117,137,683 | ||||||||||
| Tony Palmer | 892,101,258 | 6,832,839 | 1,058,108 | 117,137,683 | ||||||||||
| John C. Pope | 872,114,856 | 26,922,158 | 955,191 | 117,137,683 | ||||||||||
Item 2. Advisory Vote to Approve Executive Compensation. Stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as follows:
Shares For | Shares Against | Shares Abstain | Broker Non-Votes | ||||||||
| 846,476,891 | 51,123,740 | 2,391,574 | 117,137,683 | ||||||||
Item 3. Approval of The Kraft Heinz Company Amended and Restated 2020 Omnibus Incentive Plan (the “2026 Plan”). Stockholders approved the 2026 Plan as follows:
Shares For | Shares Against | Shares Abstain | Broker Non-Votes | ||||||||
| 875,403,742 | 22,377,915 | 2,210,548 | 117,137,683 | ||||||||
Item 4. Ratification of the Selection of PricewaterhouseCoopers LLP. Stockholders approved the selection of PricewaterhouseCoopers LLP as the Company’s independent auditors for 2026 as follows:
Shares For | Shares Against | Shares Abstain | Broker Non-Votes | ||||||||
| 955,089,151 | 60,577,107 | 1,463,630 | N/A | ||||||||
1
SIGNATURE
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.
| The Kraft Heinz Company | ||||||||
| Date: May 19, 2026 | By: | /s/ Angel Willis | ||||||
| Angel Willis | ||||||||
| Executive Vice President, Global General Counsel and Corporate Affairs Officer | ||||||||
2
FAQ
What did Kraft Heinz (KHC) stockholders decide at the 2026 Annual Meeting?
Kraft Heinz stockholders elected 10 directors, approved executive compensation on an advisory basis, approved the 2026 Omnibus Incentive Plan, and ratified PricewaterhouseCoopers LLP as independent auditors for 2026, based on the detailed share vote counts disclosed.
How did Kraft Heinz (KHC) stockholders vote on executive compensation in 2026?
Stockholders approved executive compensation on an advisory basis, with 846,476,891 shares voting for, 51,123,740 against, and 2,391,574 abstaining. This non-binding vote reflects overall support for the company’s named executive officer pay packages for the relevant period.
Was the Kraft Heinz (KHC) 2026 Omnibus Incentive Plan approved by stockholders?
Yes, stockholders approved The Kraft Heinz Company Amended and Restated 2020 Omnibus Incentive Plan, called the 2026 Plan, with 875,403,742 shares for, 22,377,915 against, and 2,210,548 abstentions, allowing the company to continue granting equity and other incentive awards.
Which auditing firm did Kraft Heinz (KHC) stockholders ratify for 2026?
Stockholders ratified PricewaterhouseCoopers LLP as Kraft Heinz’s independent auditors for 2026, with 955,089,151 shares for, 60,577,107 against, and 1,463,630 abstaining, confirming continued engagement of this audit firm for the current fiscal year.
How many directors were elected at Kraft Heinz’s 2026 Annual Meeting and for how long?
Stockholders elected 10 directors, including John T. Cahill, Steve Cahillane, and others, each to a one-year term expiring at the 2027 Annual Meeting of Stockholders, based on majority support in the reported share vote tallies.
Did any Kraft Heinz (KHC) agenda item fail at the 2026 Annual Meeting?
All four reported agenda items passed: election of 10 directors, advisory approval of executive compensation, approval of the 2026 Omnibus Incentive Plan, and ratification of PricewaterhouseCoopers LLP as independent auditors, each receiving more shares voted for than against.