[8-K] The Kraft Heinz Company Reports Material Event

Rhea-AI Filing Summary

Oxford Square Capital Corp. (NASDAQ: OXSQ) has released its 2025 Definitive Proxy Statement ahead of the 20 August 2025 Annual Meeting at its Greenwich, CT headquarters.

• Proposals: (1) election of Barry A. Osherow as the sole Class II director (term expiring 2028); (2) ratification of PricewaterhouseCoopers LLP (PwC) as independent auditor for FY-2025.
• Board structure: five-member, staggered board; 60% classified as independent. Steven P. Novak continues as Independent Chairman.
• Ownership: Directors & officers collectively hold 6.53 million shares (8.6 % of 76.0 million outstanding). CEO Jonathan H. Cohen and affiliated entities own 3.0 %, making him the largest individual insider.
• Auditor fees: PwC audit fees declined to $947,995 in 2024 from $1.08 million in 2023; no tax or other fees were incurred.
• Compensation: Independent directors earn a base $90,000 plus committee/board chair retainers and meeting fees; no equity awards are granted.
• Governance highlights: Four fully independent committees (Audit, Valuation, Nominating & Governance, Compensation) oversee risk, valuation, and advisor oversight. The Investment Advisory Agreement with Oxford Square Management was renewed on 22 April 2025 after the board reviewed fees, performance and adviser profitability.
• Quorum & voting: record date 25 June 2025; majority of outstanding shares (38.0 million) required for a quorum. Brokers may vote only on Proposal 2.

The board unanimously recommends voting FOR both proposals. No other substantive matters are scheduled.

Positive

• Audit fees declined to $947,995 in 2024 versus $1.08 million in 2023, reflecting cost control.
• Majority-independent board with four independent committees enhances oversight.
• Insider ownership of 8.6 % aligns management with shareholders to some extent.
• Board reaffirmed PricewaterhouseCoopers LLP, maintaining audit continuity and expertise.

Negative

• Staggered (classified) board permits only one of five directors to face election annually, limiting shareholder influence.
• Audit fees remain close to $1 million despite decline, representing a meaningful cost for a company of OXSQ’s size.
• Independent directors’ personal shareholdings are modest (some under 0.05 %), offering limited ownership alignment.

Insights

Corporate Governance Expert

TL;DR Routine proxy with staggered board; independent oversight appears adequate; no material governance red flags.

The filing is a standard annual proxy focused on electing one director and ratifying PwC. A majority-independent board with four fully independent committees satisfies NYSE and 1940 Act requirements. Renewal of the advisory contract followed a detailed review of fee levels, adviser profitability and comparative performance, providing transparency. Auditor fees fell 12 % YoY, signalling modest cost discipline. However, the staggered structure limits annual board accountability and only 8.6 % insider ownership may dilute alignment. Overall governance practices meet prevailing BDC norms and should not materially alter investor risk.

Portfolio Manager

TL;DR No market-moving items; proposals are routine and unlikely to impact OXSQ share value.

From a portfolio perspective the proxy contains no changes to dividend policy, leverage targets or investment strategy. The sole director nominee brings middle-market credit experience but does not alter board composition meaningfully. Auditor re-ratification is expected and audit fees remain below 1 % of net assets, posing negligible earnings impact. With no share-based compensation or share-issuance proposals, dilution risk is unchanged. Investors should view this filing as procedural; attention stays on portfolio performance and future distributions rather than governance adjustments.

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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): July 8, 2025

The Kraft Heinz Company

(Exact name of registrant as specified in its charter)

Delaware		001-37482		46-2078182
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

One PPG Place, Pittsburgh, Pennsylvania 15222

(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:

☐ 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-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $0.01 par value		KHC		The Nasdaq Stock Market LLC
3.500% Senior Notes Due 2029		KHC29		The Nasdaq Stock Market LLC
3.2500% Senior Notes due 2033		KHC33		The Nasdaq Stock Market LLC

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 1.01. Entry into a Material Definitive Agreement.

On July 8, 2025, The Kraft Heinz Company (the “Company”), together with its 100% owned subsidiary, Kraft Heinz Foods Company (“Parent Borrower”) entered into a Fourth Amendment (the “Amendment”) to the Credit Agreement, dated as of July 8, 2022, among the Company, Parent Borrower, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (as previously amended, the “Credit Agreement”). The Amendment extends the maturity date of the $4.0 billion revolving credit facility provided under the Credit Agreement from July 8, 2029, to July 8, 2030. In addition, the Amendment makes certain revisions to the minimum shareholders’ equity financial covenant and related definitions under the Credit Agreement.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) The following exhibits are filed with this Current Report on Form 8-K.

Exhibit No.		Description
10.1		Fourth Amendment, dated as of July 8, 2025, to the Credit Agreement dated as of July 8, 2022, among The Kraft Heinz Company, Kraft Heinz Foods Company, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent.
104		The cover page of The Kraft Heinz Company’s Current Report on Form 8-K dated July 8, 2025, formatted in inline XBRL.

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: July 8, 2025				By:		/s/ Andre Maciel
						Andre Maciel
						Executive Vice President and Global Chief Financial Officer

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FAQ

When and where is Oxford Square Capital’s 2025 Annual Meeting?

The meeting is scheduled for 20 August 2025 at 9:00 a.m. ET in the second-floor conference room, 8 Sound Shore Drive, Greenwich, CT 06830.

What proposals are shareholders voting on for OXSQ (NASDAQ: OXSQ)?

Shareholders will vote on two items: (1) electing Barry A. Osherow as director, and (2) ratifying PwC as independent auditor for FY-2025.

How much does Oxford Square Capital pay its independent directors?

Each independent director receives a $90,000 annual retainer plus meeting fees and chair retainers; the Chairman of the Board earns an extra $30,000.

Did audit fees change year over year for OXSQ?

Yes. Audit fees declined to $947,995 for 2024 from $1,079,903 in 2023, with no tax or other fees billed.

What percentage of Oxford Square Capital’s shares do insiders own?

Directors and executive officers as a group own 8.6 % of the 76,027,372 shares outstanding as of 25 June 2025.

Can brokers vote on the proposals without instructions?

Brokers may vote only on Proposal 2 (auditor ratification). Proposal 1 is classified as non-routine and requires client instructions.