Human-rights disclosure push at PepsiCo (NYSE: PEP) ahead of May 6 AGM

Rhea-AI Filing Summary

PepsiCo received a shareholder solicitation supporting Proposal 5 for its May 6, 2026 annual meeting. The solicitation, led by Friends Fiduciary Corporation and filed by a coalition of faith-based and institutional proponents, requests disclosure on the effectiveness of PepsiCo’s human rights due diligence across operations, franchisees, and the value chain.

The proponents argue current disclosures do not let investors evaluate whether systems are effective in higher-risk supply chains and geographies; the letter invites votes FOR Proposal 5 and provides contact details for shareholder advocates.

Insights

Corporate Governance Specialist

Shareholder proponents request targeted disclosure on human-rights due diligence effectiveness ahead of the May 6, 2026 AGM.

The filing is a standard exempt solicitation urging votes FOR a shareholder proposal seeking decision-useful information about how human-rights policies operate across PepsiCo’s direct operations, franchisees, and suppliers. It frames the ask as material to long-term value creation and investor decision-making.

Implementation depends on a successful vote and subsequent disclosures; voting outcomes and any subsequent PepsiCo responses will be visible in future filings or company statements.

Key Figures

AGM date: May 6, 2026 Proponents: 15 proponents Form type: PX14A6G

3 metrics

AGM date May 6, 2026 annual meeting date referenced in the solicitation

Proponents 15 proponents number of organizations listed as filing the shareholder proposal

Form type PX14A6G exempt solicitation form used to circulate the vote request

Key Terms

human rights due diligence, exempt solicitation, value chain, decision-useful disclosure

4 terms

human rights due diligence regulatory

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

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 and supporting details"

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

"disclosure on the effectiveness of PepsiCo’s human rights due diligence systems 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.

decision-useful disclosure financial

"Gap in decision-useful disclosure Effectiveness of risk oversight"

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.

FAQ

What is Proposal 5 at PepsiCo's May 6, 2026 AGM (PEP)?

Proposal 5 asks PepsiCo to disclose the effectiveness of its human-rights due diligence across operations, franchisees, and the value chain. The solicitation requests votes FOR the proposal and provides contact details for proponents and advocates.

Who submitted the shareholder proposal supporting Proposal 5 for PepsiCo (PEP)?

The proposal was filed by a coalition including Mercy Investment Services and 14 other institutional and faith-based proponents. Friends Fiduciary Corporation circulated the exempt solicitation urging votes FOR Proposal 5 at the AGM.

What rationale do proponents give for Proposal 5 at PepsiCo (PEP)?

Proponents state PepsiCo has policies but argue current disclosures do not let investors evaluate whether due diligence systems are effective in practice, especially in higher-risk supply chains and geographies. They cite materiality to long-term value creation.

How can I contact proposers about Proposal 5 at PepsiCo (PEP)?

The solicitation lists Caroline Boden, Director of Shareholder Advocacy at Mercy Investment Services, reachable at cboden@mercyinvestments.org for questions or discussion regarding Proposal 5 and the exempt solicitation.

Does the solicitation accept proxy cards for PepsiCo's May 6, 2026 AGM (PEP)?

No. The solicitation explicitly states: do not send your proxy card; it will not be accepted. The communication is an exempt solicitation asking shareholders to vote FOR Proposal 5 at the AGM.