PEPSICO INC

This proposal asks PepsiCo’s Board to adopt a formal policy separating the roles of Chair of the Board and Chief Executive Officer, and to require that the Chair be an independent director whenever possible. It also permits a temporary non-independent Chair only while the Board seeks an independent Chair and disallows selecting a former CEO as Chair. The supporting statement cites governance research and proxy advisor guidance arguing that separation enhances board oversight, reduces concentration of power, and improves independent board leadership. The proposal is framed as a change to company governance documents to institutionalize the separation as a matter of policy.

This proposal requests that PepsiCo’s Board produce a report (excluding proprietary information) evaluating how effectively the company enforces and upholds its human rights standards across its direct operations, independent franchisees, and broader value chain. The proponent highlights alleged vulnerabilities in high-risk commodities and regions (e.g., cane sugar, palm oil, Latin America, Southeast Asia) and notes perceived gaps in oversight, remediation, and the impact of multi-stakeholder initiatives. The requested report is intended to provide shareholders transparency about policies, due diligence, grievance mechanisms, remediation and the company’s capacity to manage material human rights risks and regulatory exposure. The proposal frames enhanced disclosure as necessary for shareholders to assess operational, legal and reputational risk management.

This proposal asks PepsiCo to publish a report assessing compliance with its Global Animal Welfare Policy, Supplier Code of Conduct, and applicable local animal welfare laws across its supply chain, including farm-level operations and third-party franchisees. The proponent cites reports alleging severe mistreatment of draft animals used in sugarcane transport in parts of India and notes similar animal labor practices in other sourcing regions. The requested report would examine whether supplier practices align with PepsiCo’s stated animal welfare commitments, identify gaps, and describe oversight or corrective actions taken. The proposal frames this disclosure as relevant to reputational and operational risk as well as to consumer and shareholder expectations about ethical sourcing.