STOCK TITAN
  1. Home
  2. Sec-filings
  3. PEP
  4. [8-K] PEPSICO INC Reports Material Event

PepsiCo adds J&J CEO Joaquin Duato to board

PepsiCo adds Johnson & Johnson CEO Joaquin Duato as an independent director and Audit Committee member, with standard equity and cash compensation.

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

PepsiCo, Inc. (PEP) reports that its Board of Directors elected Joaquin Duato as an independent member of the Board, effective December 1, 2026, and appointed him to the Audit Committee on the same date. Duato currently serves as Chairman of the Board and Chief Executive Officer of Johnson & Johnson and has held senior leadership roles there since 1989.

Under PepsiCo’s non-employee director compensation program, on December 1, 2026, Duato will receive an initial stock award of 1,000 shares of PepsiCo Common Stock and a prorated annual equity award in the form of phantom stock units equal to $166,667 divided by the closing price of PepsiCo Common Stock on that date. Each phantom stock unit is intended to be the economic equivalent of one share of PepsiCo Common Stock. He is also entitled to an annual cash retainer, with the first semi-annual payment of $60,000 scheduled for June 2027.

Positive

  • None.

Negative

  • None.

Insights

Analyzing...

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Initial stock award 1,000 shares of PepsiCo Common Stock Granted to Joaquin Duato on joining the Board on December 1, 2026
Prorated annual equity award value $166,667 Divided by closing price on December 1, 2026 to determine phantom stock units
Semi-annual cash retainer payment $60,000 First semi-annual director cash retainer due June 2027
Effective date as director December 1, 2026 Joaquin Duato’s start date on PepsiCo’s Board and Audit Committee
Director age 64 years Age of Joaquin Duato at the time of his election to the Board
independent member of the Board regulatory
"elected Joaquin Duato as an independent member of the Board"
Audit Committee regulatory
"Mr. Duato will serve on the Audit Committee of the Board"
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.
non-employee director compensation program financial
"compensation for new non-employee directors under PepsiCo’s non-employee director compensation program"
phantom stock units financial
"a number of phantom stock units determined by dividing $166,667"
Phantom stock units are company promises that pay a cash or stock-equivalent award tied to the firm’s share price or value growth, but they do not issue actual shares. Think of them as a bonus check that moves with the stock like a mirror rather than handing over an ownership slice. Investors care because these awards can affect a company’s future cash obligations, executive incentives and reported expenses without causing share dilution.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What board change did PepsiCo (PEP) announce on September 17, 2026?
PepsiCo announced that Joaquin Duato was elected as an independent member of the Board of Directors, effective December 1, 2026, and will serve on the Audit Committee starting the same date.

What is Joaquin Duato’s current role outside PepsiCo (PEP)?
Joaquin Duato serves as Chairman of the Board of Johnson & Johnson since 2023 and as its Chief Executive Officer since 2022, and has been a director there since 2022, following a long tenure in senior leadership roles since 1989.

What initial equity compensation will Joaquin Duato receive from PepsiCo (PEP)?
On December 1, 2026, Joaquin Duato will receive an initial stock award of 1,000 shares of PepsiCo Common Stock and a prorated annual equity award in phantom stock units equal to $166,667 divided by PepsiCo’s closing stock price that day.

How are Joaquin Duato’s phantom stock units at PepsiCo (PEP) structured?
Each phantom stock unit granted to Joaquin Duato is intended to be the economic equivalent of one share of PepsiCo Common Stock, providing equity-linked compensation without immediate issuance of actual shares.

What cash retainer will Joaquin Duato receive as a PepsiCo (PEP) director?
Joaquin Duato is entitled to an annual cash retainer as a non-employee director. The first semi-annual payment of $60,000 is scheduled to be made in June 2027 under PepsiCo’s director compensation program.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →
See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
0000077476false00000774762026-09-172026-09-170000077476us-gaap:CommonStockMember2026-09-172026-09-170000077476pep:ZeroPointSevenFivePercentNotesDue2027Member2026-09-172026-09-170000077476pep:ZeroPointEightSevenFivePercentNotesDue2028Member2026-09-172026-09-170000077476pep:ZeroPointFivePercentNotesDue2028Member2026-09-172026-09-170000077476pep:FloatingRateNotesDue2028Member2026-09-172026-09-170000077476pep:ThreePointTwoPercentNotesDue2029Member2026-09-172026-09-170000077476pep:OnePointOneTwoFivePercentNotesDue2031Member2026-09-172026-09-170000077476pep:ZeroPointFourPercentNotesDue2032Member2026-09-172026-09-170000077476pep:ZeroPointSevenFivePercentNotesDue2033Member2026-09-172026-09-170000077476pep:ThreePointFiveFivePercentNotesDue2034Member2026-09-172026-09-170000077476pep:ThreePointThreePercentNotesDue2034Member2026-09-172026-09-170000077476pep:ThreePointFourFivePercentNotesDue2037Member2026-09-172026-09-170000077476pep:ThreePointSevenPercentNotesDue2038Member2026-09-172026-09-170000077476pep:ZeroPointEightSevenFivePercentNotesDue2039Member2026-09-172026-09-170000077476pep:FourPointOneFivePercentNotesDue2047Member2026-09-172026-09-170000077476pep:OnePointZeroFivePercentNotesDue2050Member2026-09-172026-09-170000077476pep:FourPointZeroFivePercentNotesDue2055Member2026-09-172026-09-17

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): September 17, 2026
PepsiCo, Inc.
(Exact name of registrant as specified in its charter)
 
North Carolina1-118313-1584302
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)

700 Anderson Hill Road, Purchase, New York 10577
(Address of principal executive offices and Zip Code)
Registrant’s telephone number, including area code: (914) 253-2000
N/A
(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 Securities Exchange Act of 1934:
Title of each classTrading SymbolsName of each exchange on which registered
Common Stock, par value 1-2/3 cents per sharePEPThe Nasdaq Stock Market LLC
0.750% Senior Notes Due 2027PEP27The Nasdaq Stock Market LLC
0.875% Senior Notes Due 2028PEP28The Nasdaq Stock Market LLC
0.500% Senior Notes Due 2028PEP28AThe Nasdaq Stock Market LLC
Floating Rate Notes Due 2028PEP28BThe Nasdaq Stock Market LLC
3.200% Senior Notes Due 2029PEP29The Nasdaq Stock Market LLC
1.125% Senior Notes Due 2031PEP31The Nasdaq Stock Market LLC
0.400% Senior Notes Due 2032PEP32The Nasdaq Stock Market LLC
0.750% Senior Notes Due 2033PEP33The Nasdaq Stock Market LLC
3.550% Senior Notes Due 2034PEP34The Nasdaq Stock Market LLC
3.300% Senior Notes Due 2034PEP34AThe Nasdaq Stock Market LLC
3.450% Senior Notes Due 2037PEP37The Nasdaq Stock Market LLC
3.700% Senior Notes Due 2038PEP38The Nasdaq Stock Market LLC
0.875% Senior Notes Due 2039PEP39The Nasdaq Stock Market LLC
4.150% Senior Notes Due 2047PEP47The Nasdaq Stock Market LLC
1.050% Senior Notes Due 2050PEP50The Nasdaq Stock Market LLC
4.050% Senior Notes Due 2055PEP55The 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 17, 2026, the Board of Directors (the “Board”) of PepsiCo, Inc. (“PepsiCo”) elected Joaquin Duato as an independent member of the Board, effective December 1, 2026. Mr. Duato will serve on the Audit Committee of the Board, effective December 1, 2026.
Mr. Duato, 64, has served as Chairman of the Board and Chief Executive Officer of Johnson & Johnson since 2023 and 2022, respectively, and as a director since 2022. Prior to that, he served as Vice Chairman of the Executive Committee from 2018 to 2021 and Worldwide Chairman, Pharmaceuticals from 2011 to 2018. Before these positions, he held executive positions of increasing responsibility across business sectors and multiple geographies and functions following his joining Johnson & Johnson in 1989.
Upon joining the Board on December 1, 2026, Mr. Duato will be entitled to receive compensation for new non-employee directors under PepsiCo’s non-employee director compensation program. Under this program, on December 1, 2026, Mr. Duato will receive an initial stock award of 1,000 shares of PepsiCo Common Stock and a prorated annual equity award equal to a number of phantom stock units determined by dividing $166,667 by the closing price of PepsiCo Common Stock on December 1, 2026. Each phantom stock unit is intended to be the economic equivalent of a share of PepsiCo Common Stock. In addition, Mr. Duato is entitled to an annual cash retainer with the first semi-annual payment of $60,000 to be made in June 2027.


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.
 
PEPSICO, INC.
Date: September 17, 2026By:/s/ Cynthia Nastanski
Name:Cynthia Nastanski
Title:Senior Vice President, Corporate Law and Deputy Corporate Secretary


Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Other Documents

Keep reading

More on PEP

Trending in the feed

Open the live feed