PepsiCo (PEP) shareholder push for Proposal 5 disclosure

PepsiCo, Inc. received a shareholder solicitation urging votes FOR Proposal 5 at its May 6, 2026 annual meeting.

Accepted by SEC EDGAR 04/08/2026 - 08:16 AM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

PepsiCo, Inc. received a shareholder solicitation urging votes FOR Proposal 5 at its May 6, 2026 annual meeting. The proposal requests enhanced disclosure on the effectiveness of PepsiCo's human rights due diligence across operations, franchisees, and the value chain, citing gaps in decision-useful reporting.

Key Figures

Annual meeting date: May 6, 2026 Proposal number: Proposal 5 Solicitation contact: cboden@mercyinvestments.org

3 metrics

Annual meeting date May 6, 2026 Date of PepsiCo annual meeting where Proposal 5 will be voted

Proposal number Proposal 5 Shareholder proposal requesting disclosure on human rights due diligence

Solicitation contact cboden@mercyinvestments.org Contact for questions about the exempt solicitation

Key Terms

human rights due diligence, exempt solicitation, value chain

3 terms

human rights due diligence regulatory

"requests disclosure on the effectiveness of PepsiCo's human rights due diligence"

Human rights due diligence is a company’s process for identifying, assessing, preventing and addressing how its operations, suppliers and products might harm people’s rights, such as labor, safety or discrimination. Think of it as a regular safety check and rulebook that helps a business spot risks, fix problems, and show investors it is managing legal, reputational and operational exposure tied to human rights issues. Investors use it to judge long‑term risk and resilience.

exempt solicitation regulatory

"Please read the exempt solicitation for the full rationale"

An exempt solicitation is a request for shareholder votes or support that is allowed to be distributed without following the full, formal proxy filing process required by securities regulators. Think of it like handing out flyers at a meeting instead of running a fully registered ad campaign: it’s a quicker, lower‑burden way for a party to persuade investors, but it can still influence corporate control or decisions, so investors should note who is behind it and assess possible bias or incomplete information.

value chain other

"across its operations, franchisees, and value chain"

A value chain is the sequence of activities a company performs to create and deliver a product or service, from sourcing materials and manufacturing to distribution, sales and after‑sales support. For investors it reveals where costs, bottlenecks and competitive advantages live—think of it like a relay race where each handoff affects speed, quality and profit potential, so small improvements or disruptions can change a company’s returns.

FAQ

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

What is Proposal 5 for PepsiCo (PEP)?

Proposal 5 requests disclosure on the effectiveness of PepsiCo's human rights due diligence systems. The proposal asks for targeted, decision-useful reporting across operations, franchisees, and the value chain to help investors evaluate practical performance.

When is PepsiCo's annual meeting for voting on Proposal 5?

The annual meeting is scheduled for May 6, 2026. Shareholders may vote at that meeting; the solicitation asks shareholders to vote FOR Proposal 5 at that date.

Who filed the shareholder proposal supporting Proposal 5?

The proposal was filed by Mercy Investment Services and numerous faith-based and institutional investors. Friends Fiduciary Corporation is listed as relying on the exemption for the solicitation letter.

What specific disclosures does the solicitation request?

The solicitation requests disclosure demonstrating how human rights due diligence systems are effective in practice. It emphasizes higher-risk supply chains and geographies and decision-useful metrics for investors.

How can I contact someone about the Proposal 5 solicitation?

Contact Caroline Boden, Director of Shareholder Advocacy at Mercy Investment Services, at cboden@mercyinvestments.org for questions or discussion about the proposal and rationale.

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

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NAME OF REGISTRANT: PepsiCo, Inc.

NAME OF PERSON RELYING ON EXEMPTION: Friends Fiduciary Corporation

ADDRESS OF PERSON RELYING ON EXEMPTION: 1700 Market Street, Suite 1535, Philadelphia, PA 19103

Subject: PepsiCo – May 6, 2026 AGM Proposal 5

Dear colleagues,

I’m writing to ask you to vote FOR Proposal 5 at PepsiCo’s May 6 annual meeting. Proposal 5 requests disclosure on the effectiveness of PepsiCo’s human rights due diligence systems across its operations, franchisees, and value chain. Please read the exempt solicitation for the full rationale and supporting details.

PepsiCo has human rights policies and due diligence processes, but its current disclosures do not enable investors to evaluate whether those systems are effective in practice, particularly in higher-risk supply chains and geographies.

Please consider the investor value of targeted, decision-useful disclosure on how PepsiCo’s human rights due diligence performs in practice:

Materiality to long-term value creation

· PepsiCo’s exposure to complex agricultural supply chains and higher-risk regions (including Russia) creates potential regulatory, operational, and reputational risk. Strong oversight—and clear disclosure on whether oversight is working—supports long-term value creation.

Gap in decision-useful disclosure

· PepsiCo’s existing policies and systems lack transparency about measurable outcomes, such as risk identification, mitigation, and remediation.

Effectiveness of risk oversight

· PepsiCo’s current reporting is largely process oriented. Without clear metrics on due diligence, investors cannot assess whether the company is effectively managing salient human rights risks, especially in higher-risk commodities and jurisdictions.

Questions or want to discuss? Please contact Caroline Boden, Director of Shareholder Advocacy, Mercy Investment Services, at cboden@mercyinvestments.org.

The Shareholder Proposal was filed by Mercy Investment Services, Benedictine Sisters of Mount St. Scholastica, the Congregation of St. Joseph, The Domestic and Foreign Missionary Society of the Protestant Episcopal Church in the United States of America, Dominican Sisters of Grand Rapids, the Durocher Fund (Mission Fund/Sisters of the Holy Names of Jesus & Mary Canada), Friends Fiduciary Corporation, the Hyde Cragmont 205 Trust, Portico Benefit Services (ELCA), Proxy Impact, Sisters of the Humility of Mary, School Sisters of Notre Dame Central Pacific Province, School Sisters of Notre Dame Collective Investment Fund, United Church Funds, and UAW Retiree Medical Benefits Trust.

This is not a solicitation of authority to vote your proxy. Please do not send us your proxy card, as it will not be accepted.