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Name | Symbol | Market | Type |
---|---|---|---|
Kraft Heinz Company | NASDAQ:KHC | NASDAQ | Depository Receipt |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.22 | -0.60% | 36.50 | 36.31 | 36.55 | 36.75 | 36.205 | 36.69 | 7,102,857 | 01:00:00 |
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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The Kraft Heinz Company
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200 East Randolph Street
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Suite 7600
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Chicago, Illinois 60601
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March 3, 2017
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TIME AND DATE:
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11:00 a.m. EDT on Wednesday, April 19, 2017.
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PLACE:
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Offices of Reed Smith LLP
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225 Fifth Ave.,
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Pittsburgh, PA 15222
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ITEMS OF BUSINESS:
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(1)
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To elect all director nominees named in the Proxy Statement to one-year terms expiring in 2018;
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(2)
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To hold an advisory vote to approve executive compensation;
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(3)
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To ratify the selection of PricewaterhouseCoopers LLP as our independent auditors for 2017;
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(4)
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To vote on three shareholder proposals, if properly presented; and
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(5)
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To transact any other business properly presented at the meeting.
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WHO MAY VOTE:
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Stockholders of record at the close of business on February 21, 2017.
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WHO MAY ATTEND:
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If you would like to attend the Annual Meeting, you must be a stockholder on the record date and obtain an admission ticket in advance. For details on attending the Annual Meeting, see Question 19 on page 44 of the Proxy Statement.
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DATE OF DISTRIBUTION:
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We mailed our Notice of Internet Availability of Proxy Materials on or about March 3, 2017. For stockholders who previously elected to receive a paper copy of the proxy materials, we mailed the Proxy Statement, our Annual Report on Form 10-K for the year ended December 31, 2016 and the proxy card on or about March 3, 2017.
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March 3, 2017
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James J. Savina
Senior Vice President, Global General
Counsel and Corporate Secretary
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY
MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 19, 2017
The Kraft Heinz Company’s Proxy Statement and Annual Report on Form 10-K
are available at
https://materials.proxyvote.com/500754
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Time and Date
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11:00 a.m. EDT on Wednesday, April 19, 2017
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Place
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Offices of Reed Smith LLP, 225 Fifth Ave., Pittsburgh, PA 15222
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Record Date
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February 21, 2017
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Voting
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Stockholders as of the Record Date are entitled to one vote per share on each matter to be voted upon at the 2017 Annual Meeting of Stockholders (the “Annual Meeting”).
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Admission
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If you plan to attend the meeting, you must be a stockholder of record on the Record Date and obtain an admission ticket in advance as described in Question 19 on page 44 of this Proxy Statement. As space is limited, it is mandatory that you obtain a ticket in advance.
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Proposal
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Board
Recommendation
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Page
Reference
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Proposal 1 –
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Election of Directors
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For all nominees
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3
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Proposal 2 –
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Advisory Vote to Approve Executive Compensation
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For
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9
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Proposal 3 –
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Ratification of the Selection of PricewaterhouseCoopers LLP as Independent Auditors for 2017
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For
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9
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Proposal 4 –
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Shareholder Proposal: Resolution Related to Sustainability and Nutrition
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Against
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21
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Proposal 5 –
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Shareholder Proposal: Resolution Related to Packaging
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Against
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22
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Proposal 6 –
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Shareholder Proposal: Resolution Related to Deforestation
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Against
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23
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Name
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Age
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Director
Since
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Occupation and Experience
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Independent
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Audit
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Comp
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Gov
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Ops &
Strat
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Gregory E. Abel
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54
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2013
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Chairman, Chief Executive Officer and President, Berkshire Hathaway Energy
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Yes
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X
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Alexandre Behring (Chairman)
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50
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2013
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Founding Partner, Managing Partner and Board Member, 3G Capital
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Yes
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Chair
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Chair
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X
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Tracy Britt Cool
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32
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2013
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Chief Executive Officer, The Pampered Chef
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Yes
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Warren E. Buffett
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86
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2013
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Chairman and Chief Executive Officer, Berkshire Hathaway Inc.
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Yes
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John T. Cahill (Vice Chairman)
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59
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2015
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Former Chairman and Chief Executive Officer, Kraft Foods Group, Inc.
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No
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Chair
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Feroz Dewan
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40
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2016
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Chief Executive Officer, Arena Holdings Management
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Yes
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X
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Jeanne P. Jackson
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65
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2015
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President and Strategic Advisor, NIKE, Inc.
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Yes
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X
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X
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Jorge Paulo Lemann
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77
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2013
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Founding Partner and Board Member, 3G Capital
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Yes
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X
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X
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Mackey J. McDonald
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70
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2015
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Senior Advisor, Crestview Partners
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Yes
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X
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X
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John C. Pope
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67
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2015
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Chairman, PFI Group, LLC
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Yes
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Chair
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X
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Marcel Herrmann Telles
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66
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2013
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Founding Partner and Board Member, 3G Capital
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Yes
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X
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X
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•
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Reward superior financial and operational performance;
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•
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Place a significant portion of compensation at risk if performance goals are not achieved;
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•
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Align the interests of the Named Executive Officers with those of our stockholders; and
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•
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Enable us to attract, retain and motivate top talent.
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•
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Messrs. Behring, Lemann and Telles (each of whom was selected by 3G Global Food Holdings);
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•
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Messrs. Abel and Buffett and Ms. Cool (each of whom was selected by Berkshire Hathaway); and
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•
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Messrs. Cahill, McDonald and Pope and Ms. Jackson (each of whom was selected by Kraft).
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•
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significant operating experience as current or former executives
, which provides directors with specific insight into, and expertise that will foster active participation in, the development and implementation of our operating plan and business strategy;
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•
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consumer products and retail industry knowledge
, which is vital in understanding and reviewing our strategy;
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•
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leadership experience
, as directors who have served in significant leadership positions possess strong abilities to motivate and manage others and to identify and develop leadership qualities in others;
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•
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accounting and financial expertise
, which enables directors to analyze our financial statements, capital structure and complex financial transactions and oversee our accounting and financial reporting processes;
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•
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product development and marketing experience in complementary industries
, which contributes to our identification and development of food and beverage products and implementation of marketing strategies that will improve our performance; and
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•
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public company board and corporate governance experience at large, publicly traded global companies
, which provides directors with a solid understanding of their extensive and complex oversight responsibilities and furthers our goals of greater transparency, accountability for management and the Board and protection of stockholder interests.
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Director
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Operating
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Industry
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Leadership
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Accounting
and
Financial
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Product
Development
and
Marketing
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Public
Company
Board/
Corporate
Governance
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Alexandre Behring (Chairman)
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ü
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ü
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ü
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ü
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ü
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John T. Cahill (Vice Chairman)
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ü
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ü
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ü
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ü
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ü
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ü
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Gregory E. Abel
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ü
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ü
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ü
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ü
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Tracy Britt Cool
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ü
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ü
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ü
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ü
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Warren E. Buffett
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ü
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ü
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ü
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ü
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ü
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Feroz Dewan
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ü
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ü
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ü
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ü
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Jeanne P. Jackson
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ü
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ü
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ü
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ü
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ü
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ü
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Jorge Paulo Lemann
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ü
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ü
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ü
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ü
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ü
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ü
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Mackey J. McDonald
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ü
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ü
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ü
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ü
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ü
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John C. Pope
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ü
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ü
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ü
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ü
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ü
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Marcel Herrmann Telles
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ü
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ü
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ü
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ü
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ü
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ü
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•
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honest and ethical conduct;
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•
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due care, diligence and loyalty;
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•
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confidentiality of our proprietary information;
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•
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compliance with applicable laws, rules and regulations, including insider trading compliance; and
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•
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accountability for adherence to the Directors Ethics Code and prompt internal reporting of violations.
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•
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Leadership Structure
. We have an independent Chairman of the Board, separate from our Chief Executive Officer. No member of our management serves on the Board.
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•
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Executive Sessions
. At each Board meeting, our directors meet without the Chief Executive Officer or any other members of management present to discuss issues important to Kraft Heinz, including any matters regarding management.
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•
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Special Meetings of the Board
. Our Amended and Restated By-Laws (the “By-Laws”) allow the Chairman, the Vice Chairman, or the chair of any committee with the support of at least two other directors, or the majority of the directors then in office, to call special meetings of the Board.
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•
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Annual Performance Evaluation
. The Governance Committee develops and oversees an annual evaluation process for the Board.
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•
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Special Meetings of Stockholders
. Our By-Laws allow stockholders of record of at least 20% of the voting power of our outstanding stock to call a special meeting of stockholders.
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•
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Stockholder Action by Written Consent
. Our Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) allows stockholder action by written consent if such consent is signed by stockholders holding not less than the minimum number of shares necessary to authorize such action at a meeting at which all shares of capital stock entitled to vote thereon were present and voted.
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•
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Majority Voting in Director Elections
. Our By-Laws provide that in uncontested elections, director nominees must be elected by a majority of the votes cast.
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•
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the commercial reasonableness of the transaction;
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•
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the materiality of the related person’s direct or indirect interest in the transaction;
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•
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whether the transaction may involve an actual, or the appearance of a, conflict of interest;
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•
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the impact of the transaction on the related person’s independence (as defined in the Guidelines and the NASDAQ listing standards); and
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•
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whether the transaction would violate any provision of our Directors Ethics Code or Code of Conduct.
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Director
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Audit
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Compensation
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Governance
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Operations
& Strategy
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Alexandre Behring (Chairman)
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Chair
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Chair
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X
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John T. Cahill (Vice Chairman)
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Chair
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Gregory E. Abel
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X
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Tracy Britt Cool
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Warren E. Buffett
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Feroz Dewan
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X
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Jeanne P. Jackson
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X
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X
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Jorge Paulo Lemann
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X
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X
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Mackey J. McDonald
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X
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X
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John C. Pope
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Chair
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X
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Marcel Herrmann Telles
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X
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X
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Meetings in 2016
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11
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2
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4
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2
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•
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the integrity of our financial statements, our accounting and financial reporting processes and our systems of internal control over financial reporting and safeguarding of our assets;
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•
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our compliance with legal and regulatory requirements;
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•
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our independent auditors’ retention, termination, qualifications, independence and performance;
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•
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the performance of our internal auditors and internal audit function;
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•
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our financial matters and financial strategy; and
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•
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our guidelines and policies that govern the process by which we assess and manage risk.
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Audit Committee Report for the Year Ended December 31, 2016
To our Stockholders:
Management has primary responsibility for Kraft Heinz’s financial statements and the reporting process, including the systems of internal control over financial reporting. The role of the Audit Committee of the Kraft Heinz Board of Directors is to oversee Kraft Heinz’s accounting and financial reporting processes and audits of its financial statements. In addition, we assist the Board in its oversight of:
The integrity of Kraft Heinz’s financial statements and Kraft Heinz’s accounting and financial reporting processes and systems of internal control over financial reporting and safeguarding the company’s assets;
Kraft Heinz’s compliance with legal and regulatory requirements;
Kraft Heinz’s independent auditors’ qualifications, independence and performance;
The performance of Kraft Heinz’s internal auditors and the internal audit function;
Kraft Heinz’s financial matters and financial strategy; and
Kraft Heinz’s guidelines and policies with respect to risk assessment and risk management.
Our duties include overseeing Kraft Heinz’s management, the internal audit department and the independent auditors in their performance of the following functions, for which they are responsible:
Management
Preparing Kraft Heinz’s consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP);
Establishing and assessing effective financial reporting systems and internal controls and procedures; and
Reporting on the effectiveness of Kraft Heinz’s internal control over financial reporting.
Internal Audit Department
Independently assessing management’s system of internal controls and procedures; and
Reporting on the effectiveness of that system.
Independent Auditors
Auditing Kraft Heinz’s financial statements;
Issuing an opinion about whether the financial statements conform with U.S. GAAP; and
Auditing the effectiveness of Kraft Heinz’s internal control over financial reporting.
Periodically, we meet, both independently and collectively, with management, the internal auditors and the independent auditors, among other things, to:
Discuss the quality of Kraft Heinz’s accounting and financial reporting processes and the adequacy and effectiveness of its internal controls and procedures;
Review significant audit findings prepared by each of the independent auditors and internal audit department, together with management’s responses; and
Review the overall scope and plans for the current audits by the internal audit department and the independent auditors.
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Prior to Kraft Heinz’s filing of its Annual Report on Form 10-K for the year ended December 31, 2016, with the SEC, we also:
Reviewed and discussed the audited financial statements with management;
Discussed with the independent auditors the matters required to be discussed by Auditing Standard No. 16 Communications with Audit Committees;
Discussed with the independent auditors their evaluation of the accounting principles, practices and judgments applied by management;
Discussed all other items the independent auditors are required to communicate to the Audit Committee in accordance with applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditors’ communications with the Audit Committee concerning independence;
Received from the independent auditors the written disclosures and the letter describing any relationships with Kraft Heinz that may bear on the independent auditors’ independence; and
Discussed with the independent auditors their independence from Kraft Heinz, including reviewing non-audit services and fees to assure compliance with (i) regulations prohibiting the independent auditors from performing specified services that could impair their independence and (ii) Kraft Heinz’s and the Audit Committee’s policies.
Based upon the reports and discussions described in this report and without other independent verification, and subject to the limitations of our role and responsibilities outlined in this report and in our written charter, we recommended to the Board, and the Board approved, that the audited consolidated financial statements be included in Kraft Heinz’s Annual Report on Form 10-K for the year ended December 31, 2016, which was filed with the SEC on February 23, 2017.
Audit Committee:
John C. Pope, Chair
Feroz Dewan
Jeanne P. Jackson
Mackey J. McDonald
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2016
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2015
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Audit Fees
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$
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8,079
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$
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11,842
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Audit-Related Fees
|
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134
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879
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Tax Fees
|
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676
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2,679
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All Other Fees
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15
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—
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Total
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$
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8,904
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$
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15,400
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•
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“Audit Fees” include (a) the audit of our consolidated financial statements, including statutory audits of the financial statements of our affiliates and (b) the reviews of our unaudited condensed consolidated interim financial statements (quarterly financial statements). In 2015, audit fees include work related to the 2015 Merger.
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•
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“Audit-Related Fees” include professional services in connection with accounting consultations and procedures related to various other audit and special reports.
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•
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“Tax Fees” include professional services in connection with tax compliance and advice.
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•
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“All Other Fees” consist principally of software license fees related to research and benchmarking.
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•
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All fees above include out-of-pocket expenses.
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•
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identifying qualified individuals for Board membership consistent with Board approved criteria;
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•
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considering incumbent directors’ performance and suitability in determining whether to recommend that our Board nominate them for re-election;
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•
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making recommendations to our Board as to directors’ independence and related person transactions;
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•
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recommending to our Board the appropriate size, function, needs, structure and composition of our Board and its committees;
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•
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recommending to our Board directors to serve as members of each committee and candidates to fill committee vacancies;
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•
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developing and recommending to our Board and overseeing an annual self-evaluation process for our Board;
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•
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administering and reviewing the Directors Ethics Code; and
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•
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advising our Board on corporate governance matters, including developing and recommending to our Board corporate governance guidelines.
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•
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establishing, reviewing, approving and administering our compensation and benefits policies generally (subject, if required by applicable law, stock exchange requirements or our charter documents, to stockholder approval), including establishing, reviewing and making recommendations with respect to any incentive-compensation and equity-based plans of the Company that are subject to Board approval;
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•
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assessing the appropriateness and competitiveness of our executive compensation programs;
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•
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reviewing and approving our Chief Executive Officer’s goals and objectives, evaluating his performance in light of these goals and objectives and, based upon this evaluation, determining both the elements and amounts of his compensation;
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•
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reviewing management’s recommendations for, and determining and approving the compensation of, our executive officers and other officers subject to Section 16(a) of the Exchange Act;
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•
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determining annual incentive compensation, equity awards and other long-term incentive awards granted under our equity and long-term incentive plans to eligible participants;
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•
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reviewing our compensation policies and practices for employees as they relate to our risk management practices and risk-taking incentives;
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•
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in consultation with the Chief Executive Officer, periodically reviewing the company’s management succession planning for our Chief Executive Officer and his executive direct reports;
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•
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assessing the appropriateness of, and advising our Board regarding, the compensation of non-employee directors for service on our Board and its committees;
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•
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monitoring compliance with stock ownership guidelines;
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•
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reviewing and discussing with management our say on pay voting results, as well as preparing and approving the CD&A and the committee’s report to stockholders for inclusion in our annual proxy statement; and
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•
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reviewing and approving the implementation and execution of clawback policies that allow Kraft Heinz to recoup compensation paid to executive officers and other employees.
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•
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Achieve a balance of short and long-term performance aligned with key stakeholder interests;
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•
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Discourage executives from taking unnecessary or excessive risks that would threaten the reputation and/or sustainability of Kraft Heinz; and
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•
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Encourage appropriate assumption of risk to the extent necessary for competitive advantage purposes.
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Compensation Committee Report for the Year Ended December 31, 2016
The Compensation Committee oversees our compensation programs on behalf of the Board. In fulfilling its oversight responsibilities, the Compensation Committee reviewed and discussed with management the Compensation Discussion and Analysis included in this Proxy Statement. In reliance on that review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in our Proxy Statement to be filed with the SEC in connection with our Annual Meeting and incorporated by reference in our Annual Report on Form 10-K for the year ended December 31, 2016, which was filed with the SEC on February 23, 2017.
Compensation Committee:
Alexandre Behring, Chair
Jorge Paulo Lemann
Mackey J. McDonald
Marcel Herrmann Telles
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•
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our corporate strategy, integration plans, performance, and annual capital plan, as well as certain individual capital projects;
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•
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the impact of external developments and factors, such as the changes in economic and market conditions, competition in the industry, environmental and safety regulations, federal, state and local regulations and technology, on our corporate strategy and its execution;
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•
|
identification of prospects and opportunities for corporate developments and growth initiatives, including acquisitions, divestitures, joint ventures and strategic alliances; and
|
•
|
implementation of our corporate strategy through corporate developments and growth initiatives, including acquisitions, divestitures, joint ventures and strategic alliances.
|
•
|
A commitment to buy exclusively from suppliers independently verified as not engaged in 1) deforestation (including peatlands, high conservation value, or high carbon stock forests), or 2) human rights abuses, including land grabs;
|
•
|
Evidence of proactive implementation efforts, such as a time-bound plan, verification processes, non-compliance protocols and regular reporting; and
|
•
|
A commitment to work towards strengthening third-party verification programs and multi-- stakeholder initiatives to achieve compliance with the company's policy.
|
•
|
We have committed to reduce greenhouse gas emissions, energy, water and waste by 15 percent globally by 2020 (versus 2015 baseline)
|
•
|
We have shared our climate change strategy through the Carbon Disclosure Project’s Climate, Water and Forest questionnaires
|
•
|
We have partnered with How2Recycle to communicate accurate and consistent recycling instructions to consumers on some of our product packaging
|
•
|
We perform lifecycle assessments and leverage results to influence packaging decisions where relevant
|
•
|
We continue to invest in and innovate our plant-based protein offerings, particularly through our
BOCA
brand
|
•
|
We have developed and implemented a global palm oil policy stating Kraft Heinz will, among other things, source 100 percent sustainable palm oil and derivatives, work with suppliers to achieve full traceability, forbid child/forced labor and make progress towards zero net deforestation
|
•
|
We have developed and implemented a global animal welfare policy committing that Kraft Heinz will, among other things, source 100 percent of its eggs from hens that live in cage-free environments (inclusive of enriched housing, cage-free and free range), transition from traditional gestation stalls to pregnant sow housing alternatives by 2025 and eliminate animal testing where not essential to food safety and quality
|
•
|
We continue to implement and improve our proprietary Good Agriculture Practices to minimize the adverse effects of farming on the Earth’s natural resources and biodiversity. These includes techniques to reduce the use of chemicals in farming, protect the soil, implement effective irrigation, conserve water and energy, reduce waste and pollution and assure worker safety
|
•
|
We breed hundreds of varieties of our own tomatoes which combine high yields and disease resistance to reduce land use and chemical, fertilizer and water requirements
|
•
|
We celebrated 100 years in Ag Research which allows us to continually focus on improving raw ingredients while minimizing environmental impact
|
•
|
We are committed to reducing sodium in our products, and many of our brands already carry reduced sodium alternatives. We have achieved sodium reduction across several of our iconic products in recent years, including:
Kraft
Singles,
Kraft
Macaroni and Cheese Shapes,
Oscar Mayer
Deli Fresh Smoked Ham and
Heinz
Tomato Ketchup
|
•
|
We offer a variety of low or reduced-calorie products, including
Capri Sun Roarin’ Waters,
Sugar-Free
Jell-O
desserts,
Philadelphia
Light Cream Cheese,
Kraft
Fat-Free Mayonnaise, Fat-Free
Miracle Whip, Kraft
2% Milk Cheeses,
Kraft
Lite and Fat-Free Salad Dressings and lean meat options including
Oscar Mayer
Lean Beef Hot Dogs and Deli Fresh Honey Smoked Turkey Breast. Additionally, our
Smart Ones
and
SmartMade
meals offer balanced options to help manage calories
|
•
|
We offer many products with beneficial nutrients like protein, Vitamin C, fiber and calcium. These include
Lunchables with 100% Juice
,
Planters NUT-rition,
Oscar Mayer P3 Portable Protein Packs, BOCA, Capri Sun
,
Smart Ones and
SmartMade
meals,
Kraft
Singles and
Kraft
Macaroni and Cheese
|
•
|
We are committed to simplifying our ingredient lines by offering products with no artificial flavors, colors and/or preservatives, including:
Kraft
Macaroni and Cheese,
Philadelphia
Cream Cheese,
Capri Sun
,
Crystal Light Pure, Polly-O
String Cheese
, Oscar Mayer Natural, Jell-O Simply Good, and SmartMade
meals
|
Compensation Element
(1)
|
Fee
($)
|
|
Board Retainer
|
110,000
|
|
Chairman Retainer
|
250,000
|
|
Audit Committee Chair Retainer
|
20,000
|
|
Compensation Committee Chair Retainer
|
20,000
|
|
Governance Committee Chair Retainer
|
10,000
|
|
Operations and Strategy Chair Retainer
|
20,000
|
|
Stock Grant Value
(2)
|
125,000
|
|
(1)
|
If a director serves as Chair of multiple committees, he/she receives fees for only one committee. Therefore, Mr. Behring does not receive a retainer for service as Chair of the Governance Committee.
|
(2)
|
Non-employee directors are awarded Kraft Heinz deferred shares. Although the deferred shares are vested as of the award date, the shares are not distributed until six months following the date the non-employee director ceases to serve on our Board. When dividends are paid on our common stock, we accrue the value of the dividend paid and issue shares equal to the accrued value six months after the director’s departure.
|
Name
|
|
Fees Earned or
Paid in Cash
(1)
($)
|
|
Stock Awards
(2)
($)
|
|
All Other
Compensation
($)
|
|
Total
($)
|
||||
Gregory E. Abel
|
|
110,000
|
|
|
125,009
|
|
|
—
|
|
|
235,009
|
|
Alexandre Behring
|
|
270,000
|
|
|
125,009
|
|
|
—
|
|
|
395,009
|
|
John T. Cahill
(3)
|
|
130,000
|
|
|
125,009
|
|
|
—
|
|
|
255,009
|
|
Tracy Britt Cool
|
|
110,000
|
|
|
125,009
|
|
|
—
|
|
|
235,009
|
|
L.Kevin Cox
|
|
33,846
|
|
|
—
|
|
|
—
|
|
|
33,846
|
|
Feroz Dewan
|
|
21,522
|
|
|
62,335
|
|
|
—
|
|
|
83,857
|
|
Jeanne P. Jackson
|
|
110,000
|
|
|
125,009
|
|
|
—
|
|
|
235,009
|
|
Jorge Paulo Lemann
|
|
110,000
|
|
|
125,009
|
|
|
—
|
|
|
235,009
|
|
Mackey J. McDonald
|
|
110,000
|
|
|
125,009
|
|
|
—
|
|
|
235,009
|
|
John C. Pope
|
|
130,000
|
|
|
125,009
|
|
|
—
|
|
|
255,009
|
|
Marcel Herrmann Telles
|
|
110,000
|
|
|
125,009
|
|
|
—
|
|
|
235,009
|
|
(1)
|
Includes all retainer fees paid or deferred pursuant to the Kraft Heinz Deferred Compensation Plan for Non-Management Directors. Non-employee directors do not receive meeting fees. As mentioned above, Mr. Cox retired effective April 21, 2016 and Mr. Dewan was appointed effective October 21, 2016. In addition, Mr. Buffett elected to receive no compensation for his service as a director.
|
(2)
|
The amounts shown in this column represent the full grant date fair value of the deferred stock awards granted in 2016 as computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 based on the closing price of Kraft Heinz shares on the grant date ($76.74 on April 21, 2016). The pro rated grant to Mr. Feroz reflected the grant date price of $87.92 on October 21, 2016. The following table shows the aggregate number of unvested stock options held by non-employee directors as of December 31, 2016:
|
Name
|
|
Unvested Stock
Options
(a)
|
|
Gregory E. Abel
|
|
22,166
|
|
Alexandre Behring
|
|
44,333
|
|
Tracy Britt Cool
|
|
22,166
|
|
Jorge Paulo Lemann
|
|
22,166
|
|
Marcel Herrmann Telles
|
|
22,166
|
|
|
(a)
|
Upon commencing service as a director of Heinz in 2013, each non-employee director received a one-time stock option grant equal to $500,000 ($1,000,000 for the Chairman). These options were granted on October 16, 2013 with an exercise price of $22.56. The options cliff-vest on July 1, 2018 and are subject to pro rata vesting in certain circumstances.
|
(3)
|
As discussed on page 13, on July 9, 2015, Mr. Cahill entered into a Consulting Agreement with Kraft Heinz pursuant to which he provides advisory and consulting services to Kraft Heinz related to current and historical finances, relationships with licensors, customers and vendors, employee matters, product development, marketing and distribution, government affairs and strategic opportunities. Mr. Cahill’s services under the Consulting Agreement are distinct from his duties as a director.
|
|
|
|
Name
|
|
Title
|
Bernardo Hees
|
|
Chief Executive Officer
|
Paulo Basilio
|
|
Executive Vice President and Chief Financial Officer
|
Eduardo Pelleissone
|
|
Executive Vice President, Global Operations
|
Marcos Romaneiro
|
|
Zone President of AMEA
|
George Zoghbi
|
|
Chief Operating Officer of U.S. Commercial Business
|
•
|
Rewarding superior financial and operational performance;
|
•
|
Placing a significant portion of compensation at risk if performance goals are not achieved;
|
•
|
Aligning the interests of the NEOs with those of our stockholders; and
|
•
|
Enabling us to attract, retain and motivate top talent.
|
|
|
|
|
|
Element
|
|
Description
|
|
Primary Objectives
|
Base Salary
|
|
Ongoing cash compensation based on the executive officer’s role and responsibilities, individual job performance and experience.
|
|
• Recruitment and retention
|
Annual Cash Incentive (Performance Bonus Plan)
|
|
Annual incentive with target award amounts for each executive officer. Actual cash payouts are linked to achievement of annual company goals and individual performance and can range from 0%-130% of target.
|
|
• Drive top-tier performance
• Motivate and reward
|
Stock Options
|
|
Stock option awards that cliff vest after five years.
|
|
• Drive top-tier performance
• Align with stockholders interests
• Link realized value entirely to stock appreciation
• Retention
|
Restricted Stock Units (“RSUs”)
|
|
RSUs that cliff vest after five years are awarded pursuant to our annual bonus swap program and, in certain cases, individual agreements.
|
|
• Drive top-tier performance
• Align with stockholders interests
• Retention
|
Name
|
|
Base Salary
($ USD)
|
|
|
Mr. Hees
|
|
1,000,000
|
|
|
Mr. Basilio
|
|
600,000
|
|
|
Mr. Pelleissone
|
|
600,000
|
|
|
Mr. Romaneiro
|
|
395,437
|
|
(1)
|
Mr. Zoghbi
|
|
850,000
|
|
(2)
|
(1)
|
Mr. Romaneiro’s base salary is paid in Singapore Dollars. The amount shown in the table above is based on the 2016 12-month average exchange rate of 0.695 USD/SGD.
|
(2)
|
Mr. Zoghbi’s 2016 compensation was established pursuant to an offer letter (the "2015 Offer Letter") between Mr. Zoghbi and Kraft Heinz entered into following the 2015 Merger. For a description of the 2015 Offer Letter, please review the information below under “Zoghbi Compensation Arrangement.”
|
Name
|
|
Annual Incentive Award Payout ($ USD)
|
|
|
Mr. Hees
|
|
2,730,574
|
|
|
Mr. Basilio
|
|
1,500,000
|
|
|
Mr. Pelleissone
|
|
1,415,810
|
|
|
Mr. Romaneiro
|
|
484,635
|
|
(1)
|
(1)
|
Mr. Romaneiro’s annual cash incentive award is paid in Singapore Dollars. The amount shown in the table above is based on the 2016 12-month average exchange rate of 0.695 USD/SGD.
|
Calculated Net Bonus
|
x
|
Swap Election %
|
=
|
# of Investment Shares
|
NASDAQ Closing Price
|
Name
|
|
Conversion Amount
($ USD)
|
|
Investment Shares
(#)
|
|
2015 Bonus Matching
RSUs granted in 2016
(#)
|
Mr. Hees
|
|
434,974
|
|
5,601
|
|
18,671
|
Mr. Basilio
|
|
179,938
|
|
2,317
|
|
7,725
|
Mr. Pelleissone
|
|
179,938
|
|
2,317
|
|
7,725
|
Mr. Romaneiro
|
|
217,060
|
|
2,795
|
|
6,989
|
Mr. Zoghbi
|
|
363,138
|
|
4,676
|
|
15,588
|
Role
|
|
Minimum Ownership
|
CEO
|
|
5x Base Salary
|
Other Named Executive Officers
|
|
3x Base Salary
|
Name and
Principal Position
|
|
Year
|
|
Salary
($)
|
|
Bonus
($)
|
|
Stock
Awards
(1)
($)
|
|
Option
Awards
(2)
($)
|
|
Non-Equity Incentive Plan Compensation
(3)
($)
|
|
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($)
|
|
All Other
Compensation
(4)
($)
|
|
Total
Compensation
(5)
($)
|
|||||||
Bernardo Hees
Chief Executive Officer
|
|
2016
|
|
1,000,000
|
|
|
—
|
|
1,449,990
|
|
|
—
|
|
2,730,574
|
|
|
—
|
|
92,027
|
|
|
5,272,591
|
|
||
|
2015
|
|
1,000,000
|
|
|
—
|
|
—
|
|
2,878,583
|
|
|
1,450,000
|
|
|
—
|
|
39,455
|
|
|
5,368,038
|
|
|||
|
2014
|
|
1,000,000
|
|
|
—
|
|
—
|
|
542,376
|
|
|
1,215,000
|
|
|
—
|
|
56,358
|
|
|
2,813,734
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Paulo Basilio
Executive Vice President and Chief Financial Officer
|
|
2016
|
|
600,000
|
|
|
—
|
|
599,924
|
|
|
—
|
|
|
1,500,000
|
|
|
—
|
|
48,656
|
|
|
2,748,580
|
|
|
|
2015
|
|
550,000
|
|
|
—
|
|
—
|
|
1,869,511
|
|
|
600,000
|
|
|
—
|
|
414,270
|
|
|
3,433,781
|
|
|||
|
2014
|
|
500,000
|
|
|
—
|
|
—
|
|
209,699
|
|
|
700,000
|
|
|
—
|
|
26,552
|
|
|
1,436,251
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Eduardo Pelleissone
EVP of Global Operations
|
|
2016
|
|
600,000
|
|
|
—
|
|
599,924
|
|
|
—
|
|
|
1,415,810
|
|
|
—
|
|
27,555
|
|
|
2,643,289
|
|
|
|
2015
|
|
550,000
|
|
|
—
|
|
—
|
|
889,716
|
|
|
600,000
|
|
|
—
|
|
453,338
|
|
|
2,493,054
|
|
|||
|
2014
|
|
500,000
|
|
|
—
|
|
—
|
|
203,323
|
|
|
500,000
|
|
|
—
|
|
55,189
|
|
|
1,258,512
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Marcos Romaneiro
Zone President of AMEA
|
|
2016
|
|
395,437
|
|
|
—
|
|
542,766
|
|
|
479,012
|
|
|
484,635
|
|
|
—
|
|
187,400
|
|
|
2,089,250
|
|
|
|
2015
|
|
414,130
|
|
|
—
|
|
—
|
|
240,929
|
|
|
556,010
|
|
|
—
|
|
240,897
|
|
|
1,451,966
|
|
|||
|
2014
|
|
445,362
|
|
|
—
|
|
—
|
|
614,523
|
|
|
434,410
|
|
|
—
|
|
249,279
|
|
|
1,743,574
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
George Zoghbi
Chief Operating Officer of U.S. Commercial Business
(6)
|
|
2016
|
|
850,000
|
|
|
7,000,000
|
|
|
1,210,564
|
|
|
—
|
|
3,000,000
|
|
|
17,237
|
|
57,777
|
|
|
12,135,578
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The amounts shown in this column include the aggregate grant date fair value of the Matching RSUs computed in accordance with FASB ASC Topic 718. For a discussion of the assumptions made in the valuation of the stock option awards in this column, see Note 8, “Employees’ Stock Incentive Plans” in the section entitled “Notes to Consolidated Financial Statements” in our Annual Report on Form 10-K for the year ended December 31, 2016. For a discussion of the terms applicable to the Matching RSUs, as well as vesting, forfeiture and other terms, see “Elements of Compensation Program — Annual Bonus Swap Program — Restricted Stocks Units” in the Compensation Discussion and Analysis.
|
(2)
|
Amounts shown in this column, include the aggregate grant date fair value of (i) Bonus Matching Options granted in 2015 and 2014 under our Bonus Swap Program, and (ii) discretionary option awards granted to the NEOs in the respective year. The value of the stock option awards is equal to their grant date fair value as computed in accordance with FASB ASC Topic 718 and, where applicable, reflect the conversion in connection with the 2015 Merger. For a discussion of the assumptions made in the valuation of the stock option awards in this column, see Note 8, “Employees’ Stock Incentive Plans” in the section entitled “Notes to Consolidated Financial Statements” in our Annual Report on Form 10-K for the year ended December 31, 2016.
|
(3)
|
Amounts reported in this column reflect the 2016 Performance Bonus Plan awards that were attributable to either actual business unit or individual performance results against target goals. For Mr. Zoghbi, the performance targets were established pursuant to the 2015 Offer Letter, see "Elements of Compensation Program — Zoghbi Compensation Arrangement" in the Compensation Discussion and Analysis. The bonuses were paid in cash to each NEO after the end of 2016.
|
(4)
|
For Mr. Hees, represents a matching contribution to the Kraft Heinz 401(k), basic life insurance coverage and other allowances for housing ($27,544). For Mr. Basilio, represents a matching contribution to the Kraft Heinz 401(k), immigration benefits and basic life insurance coverage. For Messrs. Zoghbi and Pelleissone, represents a contribution to the Kraft Heinz 401(k) and basic life insurance coverage. For Mr. Romaneiro, represents a matching contribution to the Kraft Heinz 401(k) and other allowances for housing ($149,966). Amounts also include dividend equivalents that accrued on Matching RSUs.
|
(5)
|
Foreign currency conversion based on daily average for calendar year 2016. Mr. Romaneiro’s compensation was converted based on 0.695 USD/SGD.
|
(6)
|
See “Elements of Compensation Program — Zoghbi Compensation Arrangement” for a discussion on Mr. Zoghbi’ s 2015 Offer Letter, entered into upon the closing of the 2015 Merger.
|
|
|
|
|
|
|
Estimated Future
Payouts Under
Non-Equity
Incentive Plan
Awards
(1)
|
|
Estimated Future
Payouts Under
Equity
Incentive
Plan Awards
|
|
All Other Stock Awards: Number of Shares of Stock or Units (#)
|
|
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
|
|
Exercise
Price of
Option
Awards
($/Share)
|
|
Grant
Date Fair
Value of
Stock and
Option
Awards
($)
|
||||
Name
|
|
Grant Date
|
|
Grant
Type
|
|
Target
($)
|
|
Maximum
($)
|
|
Target
(#)
|
|
Maximum
(#)
|
|
|||||||
Mr. Hees
|
|
|
|
PBP
(1)
|
|
2,500,000
|
|
3,250,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/1/2016
|
|
Matching
RSUs
|
|
|
|
|
|
|
|
|
|
18,671
|
|
|
|
|
|
1,449,990
|
Mr. Basilio
|
|
|
|
PBP
(1)
|
|
1,200,000
|
|
1,560,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/1/2016
|
|
Matching
RSUs
|
|
|
|
|
|
|
|
|
|
7,725
|
|
|
|
|
|
599,924
|
Mr. Pelleissone
|
|
|
|
PBP
(1)
|
|
1,200,000
|
|
1,560,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/1/2016
|
|
Matching
RSUs
|
|
|
|
|
|
|
|
|
|
7,725
|
|
|
|
|
|
599,924
|
Mr. Romaneiro
|
|
|
|
PBP
(1)
|
|
593,156
|
|
771,103
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/1/2016
|
|
Options
|
|
|
|
|
|
|
|
|
|
|
|
38,630
|
|
77.66
|
|
479,012
|
|
|
3/1/2016
|
|
Matching
RSUs
|
|
|
|
|
|
|
|
|
|
6,989
|
|
|
|
|
|
542,766
|
Mr. Zoghbi
|
|
|
|
PBP
(1)
|
|
3,000,000
|
|
3,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/1/2016
|
|
Matching
RSUs
|
|
|
|
|
|
|
|
|
|
15,588
|
|
|
|
|
|
1,210,564
|
(1)
|
Mr. Hees’s target amount reflects the target award of 250% of base salary. The target award for each of Messrs. Basilio and Pelleissone was 200% of base salary and the target award for Mr. Romaneiro was 150% of base salary. The minimum amount is $0 and the maximum amount reflects 130% of the target amount for all NEOs except Mr. Zoghbi. The actual payment is based on achievement of individual and corporate performance goals. Annual incentive award payments were made in cash to each NEO after the end of 2016 based on actual results achieved. Actual amounts earned are reflected in the Summary Compensation Table under "Non Equity Incentive Plan Compensation". The target award for Mr. Zoghbi was established pursuant to his 2015 Offer Letter. For a description of Mr. Zoghbi’s special incentive bonus, please review the information in the Compensation Discussion and Analysis under “Elements of Compensation Program — Zoghbi Compensation Arrangement.”
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||||||||||||
Name
|
|
Grant Date
|
|
Grant Type
|
|
Number
of Securities
Underlying
Unexercised
Options
Exercisable
(#)
|
|
Number
of Securities
Underlying
Unexercised
Options
Unexercisable
(#)
|
|
|
Option
Exercise
Price
($)
|
|
Option
Expiration
Date
|
|
Number of
Shares
or
Units of
Stock
That
Have
Not
Vested
(#)
(1)
|
|
Market
Value
of
Shares
or
Units of
Stock
That
Have
Not
Vested
(2)
($)
|
|
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#)
|
|
Equity Incentive
Plan Awards:
Market or
Payout
Value of Unearned Shares,
Units or Other
Rights That Have Not Vested
($)
|
|||||
Mr. Hees
|
|
3/1/2016
|
|
RSU-match
|
|
|
|
|
|
|
|
|
|
|
19,190
|
|
|
1,675,671
|
|
|
|
|
|
|||
|
|
8/20/2015
|
|
Stock Options
|
|
|
|
202,021
|
|
|
(3)
|
74.25
|
|
|
8/20/2025
|
|
|
|
|
|
|
|
|
|||
|
|
2/12/2015
|
|
Stock Options
|
|
|
|
71,819
|
|
|
(4)
|
30.46
|
|
|
2/12/2025
|
|
|
|
|
|
|
|
|
|||
|
|
2/14/2014
|
|
Stock Options
|
|
|
|
98,951
|
|
|
(5)
|
22.56
|
|
|
2/14/2024
|
|
|
|
|
|
|
|
|
|||
|
|
7/1/2013
|
|
Stock Options
|
|
|
1,329,996
|
|
|
(6)
|
22.56
|
|
|
7/1/2023
|
|
|
|
|
|
|
|
|
||||
Mr. Basilio
|
|
3/1/2016
|
|
RSU-match
|
|
|
|
|
|
|
|
|
|
|
7,939
|
|
|
693,233
|
|
|
|
|
|
|||
|
|
8/20/2015
|
|
Stock Options
|
|
|
|
134,681
|
|
|
(3)
|
74.25
|
|
|
8/20/2025
|
|
|
|
|
|
|
|
|
|||
|
|
2/12/2015
|
|
Stock Options
|
|
|
|
41,377
|
|
|
(4)
|
30.46
|
|
|
2/12/2025
|
|
|
|
|
|
|
|
|
|||
|
|
2/14/2014
|
|
Stock Options
|
|
|
|
38,257
|
|
|
(5)
|
22.56
|
|
|
2/14/2024
|
|
|
|
|
|
|
|
|
|||
|
|
7/1/2013
|
|
Stock Options
|
|
|
|
531,998
|
|
|
(6)
|
22.56
|
|
|
7/1/2023
|
|
|
|
|
|
|
|
|
|||
Mr. Pelleissone
|
|
3/1/2016
|
|
RSU-match
|
|
|
|
|
|
|
|
|
|
|
7,939
|
|
|
693,233
|
|
|
|
|
|
|||
|
|
8/20/2015
|
|
Stock Options
|
|
|
|
67,341
|
|
|
(3)
|
74.25
|
|
|
8/20/2025
|
|
|
|
|
|
|
|
|
|||
|
|
2/12/2015
|
|
Stock Options
|
|
|
|
14,777
|
|
|
(4)
|
30.46
|
|
|
2/12/2025
|
|
|
|
|
|
|
|
|
|||
|
|
2/14/2014
|
|
Stock Options
|
|
|
|
37,094
|
|
|
(5)
|
22.56
|
|
|
2/14/2024
|
|
|
|
|
|
|
|
|
|||
|
|
7/1/2013
|
|
Stock Options
|
|
|
|
443,332
|
|
|
(6)
|
22.56
|
|
|
7/1/2023
|
|
|
|
|
|
|
|
|
|||
Mr. Romaneiro
|
|
3/1/2016
|
|
RSU-match
|
|
|
|
|
|
|
|
|
|
|
7,183
|
|
|
627,220
|
|
|
|
|
|
|||
|
|
3/1/2016
|
|
Stock Options
|
|
|
|
38,630
|
|
|
(7)
|
77.66
|
|
|
3/1/2026
|
|
|
|
|
|
|
|
|
|||
|
|
2/12/2015
|
|
Stock Options
|
|
|
|
31,618
|
|
|
(4)
|
30.46
|
|
|
2/12/2025
|
|
|
|
|
|
|
|
|
|||
|
|
5/21/2014
|
|
Stock Options
|
|
|
|
88,666
|
|
|
(8)
|
22.56
|
|
|
5/21/2024
|
|
|
|
|
|
|
|
|
|||
|
|
2/14/2014
|
|
Stock Options
|
|
|
|
22,353
|
|
|
(5)
|
22.56
|
|
|
2/14/2024
|
|
|
|
|
|
|
|
|
|||
|
|
7/1/2013
|
|
Stock Options
|
|
|
|
265,999
|
|
|
(6)
|
22.56
|
|
|
7/1/2023
|
|
|
|
|
|
|
|
|
|||
Mr. Zoghbi
|
|
3/1/2016
|
|
RSU-match
|
|
|
|
|
|
|
|
|
|
|
16,021
|
|
|
1,398,954
|
|
|
|
|
|
|||
|
|
2/26/2015
|
|
Stock Options
|
|
61,110
|
|
|
|
|
|
52.70
|
|
|
2/26/2025
|
|
|
|
|
|
|
|
|
|||
|
|
2/27/2014
|
|
Stock Options
|
|
52,212
|
|
|
|
|
|
45.59
|
|
|
2/27/2024
|
|
|
|
|
|
|
|
|
|||
|
|
2/25/2013
|
|
Stock Options
|
|
50,757
|
|
|
|
|
|
38.63
|
|
|
2/25/2023
|
|
|
|
|
|
|
|
|
|||
|
|
2/23/2012
|
|
Stock Options
|
|
16,720
|
|
|
|
|
|
32.54
|
|
|
2/23/2022
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
For all Matching RSUs, dividends are reinvested at the dividend payment date in additional RSUs that are subject to the same restrictions as the original grant.
|
(2)
|
The market value of the shares that have not vested is based on the closing price of $87.32 for Kraft Heinz common stock on December 30, 2016, the last trading day of our fiscal year, as reported on NASDAQ.
|
(3)
|
100% of the award is scheduled to vest on August 20, 2020.
|
(4)
|
100% of the award is scheduled to vest on February 12, 2020. Options and exercise price updated to reflect the conversion in connection with the 2015 Merger.
|
(5)
|
100% of the award is scheduled to vest on February 14, 2019. Options and exercise price updated to reflect the conversion in connection with the 2015 Merger.
|
(6)
|
100% of the award is scheduled to vest on July 1, 2018. Options and exercise price updated to reflect the conversion in connection with the 2015 Merger.
|
(7)
|
100% of the award is scheduled to vest on March 1, 2021.
|
(8)
|
100% of the award is scheduled to vest on May 21, 2019. Options and exercise price updated to reflect the conversion in connection with the 2015 Merger.
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||
Name
(1)
|
|
Number of
Shares
Acquired
on
Exercise
(#)
|
|
Value
Realized
on
Exercise
($)
|
|
Number of
Shares
Acquired
on
Vesting
(#)
|
|
Value
Realized
on
Vesting
(2)
($)
|
||||
Mr. Zoghbi
|
|
—
|
|
|
—
|
|
|
8,487
|
|
|
617,514
|
|
(1)
|
Messrs. Hees, Basilio, Pelleissone and Romaneiro are excluded because they neither exercised any stock options nor had any vested stock awards in 2016. For Mr. Zoghbi, relates to the January 1, 2016 vesting of deferred compensation units in connection with the termination of the Kraft Foods Group Management Stock Purchase Plan.
|
(2)
|
The amounts shown are calculated based on the close price fair market value of our common stock on the date of vesting.
|
Name
(1)
|
|
Plan Name
|
|
Number of Years of Credited Service
(2)
(#)
|
|
Present Value of Accumulated Benefits
(3)
($)
|
|
Payments During Last Fiscal Year
(4)
($)
|
|
Mr. Zoghbi
|
|
Kraft Foods Group, Inc. Retirement Plan
|
|
6.25
|
|
169,307
|
|
|
—
|
|
|
Kraft Foods Group, Inc. Supplemental Plan I
|
|
6.25
|
|
—
|
|
|
473,430
|
•
|
Assumes commencement at the earliest age that participants would be eligible for an unreduced pension benefit, which is age 65 for Mr. Zoghbi. Present value amounts are discounted for current age;
|
•
|
Measurement date of December 31, 2016;
|
•
|
Retirement Plan lump sum discount rate of 4.19%;
|
•
|
RP 2016 Generational Scale MP-2016 Mortality Table; and
|
•
|
Present values are calculated as of December 31, 2016.
|
Name
(1)
|
|
Executive Contributions
in 2016
($)
|
|
Registrant Contributions
in 2016
(2)
($)
|
|
Aggregate Earnings
in 2016
(2)
($)
|
|
Aggregate Withdrawals/Distributions
in 2016
(2)
($)
|
|
Aggregate Balance as of December 31, 2016
($)
|
|||||
Mr. Zoghbi
|
|
—
|
|
|
—
|
|
|
—
|
|
|
310,354
|
|
|
—
|
|
Name
|
|
Element
|
|
Involuntary
Term. without
Cause
(1)
or Term.
upon Change
in Control
($)
|
|
Other Types of
Separations
(2)
($)
|
||
Mr. Hees
|
|
|
|
|
|
|
||
|
|
Salary
|
|
1,000,000
|
|
|
—
|
|
|
|
Bonus
|
|
—
|
|
|
2,730,574
|
|
|
|
Intrinsic Value of Accelerated Stock Options
(3)
|
|
55,586,360
|
|
|
55,586,360
|
|
|
|
Health & Welfare Benefits
(4)
|
|
36,982
|
|
|
—
|
|
TOTAL
|
|
|
|
56,623,342
|
|
|
58,316,934
|
|
Mr. Basilio
|
|
|
|
|
|
|
||
|
|
Salary
|
|
600,000
|
|
|
—
|
|
|
|
Bonus
|
|
—
|
|
|
1,500,000
|
|
|
|
Intrinsic Value of Accelerated Stock Options
(3)
|
|
22,484,919
|
|
|
22,484,919
|
|
|
|
Health & Welfare Benefits
(4)
|
|
38,872
|
|
|
—
|
|
TOTAL
|
|
|
|
23,123,791
|
|
|
23,984,919
|
|
Mr. Pelleissone
|
|
|
|
|
||||
|
|
Salary
|
|
600,000
|
|
|
—
|
|
|
|
Bonus
|
|
—
|
|
|
1,415,810
|
|
|
|
Intrinsic Value of Accelerated Stock Options
(3)
|
|
18,531,065
|
|
|
18,531,065
|
|
|
|
Health & Welfare Benefits
(4)
|
|
38,872
|
|
|
—
|
|
TOTAL
|
|
|
|
19,169,936
|
|
|
19,946,875
|
|
Mr. Romaneiro
|
|
|
|
|
||||
|
|
Salary
|
|
395,437
|
|
|
—
|
|
|
|
Bonus
|
|
—
|
|
|
484,635
|
|
|
|
Intrinsic Value of Accelerated Stock Options
(3)
|
|
13,571,053
|
|
|
13,571,053
|
|
|
|
Health & Welfare Benefits
(4)
|
|
23,472
|
|
|
—
|
|
TOTAL
|
|
|
|
13,989,963
|
|
|
14,055,688
|
|
Mr. Zoghbi
|
|
|
|
|
||||
|
|
Bonus
(5)
|
|
14,000,000
|
|
|
14,000,000
|
|
|
|
Health & Welfare Benefits
(4)
|
|
14,576
|
|
|
—
|
|
TOTAL
|
|
|
|
14,014,576
|
|
|
14,000,000
|
|
|
|
|
|
|
|
|
(1)
|
No enhanced severance is provided on a termination in connection with a change in control. Kraft Heinz does not have a specified Change in Control Plan for executives and treatment is determined by the plan agreements applicable to each employee. Our severance pay plan provides for 12 months of base salary with a signed release of claims.
|
(2)
|
Relates to termination due to death, disability or normal retirement.
|
(3)
|
In the event of a termination without cause or due to retirement, death or disability, stock options vest as if 20% of the options vested on each annual anniversary date of the specific grant. Amounts reflect the intrinsic value of shares underlying options that would vest, calculated as the difference between $87.32, the closing price of Kraft Heinz common stock on December 30, 2016 (the last trading day of our fiscal year, as reported on NASDAQ), and the exercise price of the options. RSUs are not presented in this table because no pro rata vesting would occur if such event occurs prior to the second anniversary of the grant.
|
(4)
|
Amount reflects 18 months of medical and dental benefit coverage continuation for Messrs. Hees, Basilio, Pelleissone and Romaneiro and 12 months for Mr. Zoghbi.
|
(5)
|
Pursuant to the terms of his 2015 Offer Letter, upon termination due to death or disability, Mr. Zoghbi would have been entitled to receive the greater of (i) a pro rata portion of the 2016 Guaranteed Minimum Bonus or (ii) a pro rata portion of the Special Incentive Bonus based on the actual performance results for the 2016 fiscal year. Furthermore, Mr. Zoghbi would have been entitled to a full payment of his $4,000,000 retention bonus if his employment was terminated without cause or due to death or disability.
|
Name of Beneficial Owner
|
|
Beneficially
Owned Shares
(1) (2)
|
|
|
Deferred
Stock
(3)
|
|
Total
|
|
|||
Directors:
|
|
|
|
|
|
|
|
|
|||
Gregory E. Abel
|
|
—
|
|
|
|
13,560
|
|
|
13,560
|
|
|
Alexandre Behring
|
|
—
|
|
|
|
24,576
|
|
|
24,576
|
|
|
Tracy Britt Cool
|
|
—
|
|
|
|
14,831
|
|
|
14,831
|
|
|
Warren E. Buffett
|
|
325,442,152
|
|
(4)
|
|
—
|
|
|
325,442,152
|
|
(4)
|
John T. Cahill
|
|
781,338
|
|
|
|
4,649
|
|
|
785,987
|
|
|
Feroz Dewan
|
|
—
|
|
|
|
713
|
|
|
713
|
|
|
Jeanne P. Jackson
|
|
4,280
|
|
|
|
12,232
|
|
|
16,512
|
|
|
Jorge Paulo Lemann
|
|
—
|
|
|
|
13,560
|
|
|
13,560
|
|
|
Mackey J. McDonald
|
|
—
|
|
|
|
15,024
|
|
|
15,024
|
|
|
John C. Pope
|
|
10,197
|
|
(5)
|
|
13,482
|
|
|
23,679
|
|
|
Marcel Herrmann Telles
|
|
—
|
|
|
|
13,560
|
|
|
13,560
|
|
|
Named Executive Officers:
|
|
|
|
|
|
|
|
|
|||
Bernardo Hees
|
|
48,293
|
|
|
|
—
|
|
|
48,293
|
|
|
Paulo Basilio
|
|
22,225
|
|
|
|
—
|
|
|
22,225
|
|
|
Eduardo Pelleissone
|
|
16,516
|
|
|
|
—
|
|
|
16,516
|
|
|
Marcos Romaneiro
|
|
17,086
|
|
|
|
—
|
|
|
17,086
|
|
|
George Zoghbi
|
|
245,629
|
|
|
|
—
|
|
|
245,629
|
|
|
All directors and executive officers as a group (21 persons)
(6)
|
|
326,990,054
|
|
|
|
126,187
|
|
|
327,116,241
|
|
|
(1)
|
Excluding shares held by Berkshire Hathaway (see table below), individual directors and executive officers as well as all directors and executive officers as a group beneficially own less than 1% of our issued and outstanding common stock as of February 18, 2017.
|
(2)
|
Includes the number of Kraft Heinz stock options that are exercisable, or will become exercisable, within 60 days after February 18, 2017 as follows: Mr. Cahill — 633,017; Mr. Zoghbi — 180,799; and all of our current executive officers as a group — 205,652. For Mr. Savina, also includes 1,088 restricted stock units that will vest within 60 days of February 18, 2017.
|
(3)
|
Includes RSUs and deferred shares held in the stock deferral plan under the Kraft Heinz Deferred Compensation Plan for Non-Management Directors. These shares accumulate dividends, which are reinvested in common stock. For a description of these deferred shares, see “Compensation of Non-Employee Directors” above.
|
(4)
|
See table below regarding beneficial owners of more than 5% of our issued and outstanding common stock.
|
(5)
|
Includes 99 shares as to which Mr. Pope disclaims beneficial ownership, as the shares are held in trust for his children’s benefit.
|
(6)
|
This group includes, in addition to the individuals named in the table, Emin Mammadov, Rafael Oliveira, Carlos Piani, Francisco Sa and James Savina.
|
Name and Address of Beneficial Owner
|
|
Amount and
Nature of
Beneficial
Ownership
|
|
Percent
of
Common
Stock
(1)
|
3G Funds
(2)
c/o 3G Capital, Inc.
600 Third Avenue 37th Floor
New York, New York 10016
|
|
290,727,687
|
|
23.8%
|
Warren E. Buffett
(3)
Berkshire Hathaway
3555 Farnam Street
Omaha, Nebraska 68131
|
|
325,442,152
|
|
26.7%
|
(1)
|
Calculated based on 1,217,136,057 shares of our issued and outstanding common stock as of February 18, 2017.
|
(2)
|
Based on the Schedule 13G/A filed on February 15, 2017 by (i) 3G Global Food Holdings, a Cayman Islands limited partnership, (ii) 3G Global Food Holdings GP LP, a Cayman Islands limited partnership (“3G Global Food Holdings GP”), (iii) 3G Capital Partners II LP, a Cayman Islands limited partnership (“3G Capital Partners II”), (iv) 3G Capital Partners Ltd., a Cayman Islands exempted company (“3G Capital Partners Ltd”), and (v) 3G Capital Partners LP, a Cayman Islands limited partnership (“3G Capital Partners LP” and, together with 3G Global Food Holdings, 3G Global Food Holdings GP, 3G Capital Partners II and 3G Capital Partners LP, the “3G Funds”). According to the Schedule 13G/A filing, the 3G Funds own dispositive power over an aggregate of 290,727,687 shares of Kraft Heinz common stock as of December 31, 2016. As a result of the relationships described above under “Corporate Governance and Board Matters — Independence and Related Person Transactions,” Berkshire Hathaway, Mr. Buffett and the 3G Funds may be deemed to be a group for purposes of Section 13(d) of the Exchange Act and therefore may be deemed to hold 616,169,839 shares of Kraft Heinz common stock.
|
(3)
|
Based on the Schedule 13G/A filed on February 15, 2017 by Warren E. Buffett and Berkshire Hathaway. As a result of the relationships described above under “Corporate Governance and Board Matters — Independence and Related Person Transactions,” Berkshire Hathaway, Mr. Buffett and the 3G Funds may be deemed to be a group for purposes of Section 13(d) of the Exchange Act and therefore may be deemed to hold 616,169,839 shares of Kraft Heinz common stock.
|
1.
|
When and where is the Annual Meeting?
|
2.
|
Who is entitled to vote at the Annual Meeting?
|
3.
|
Why am I receiving these proxy materials?
|
4.
|
What is the difference between registered holders and beneficial holders?
|
•
|
directly with our transfer agent, Wells Fargo Bank, N.A. (registered stockholders); and
|
•
|
indirectly through an account with an institutional or nominee holder of our stock such as a broker or bank who is the record holder of the stock (beneficial stockholder or stockholder in street name).
|
5.
|
How is Kraft Heinz distributing proxy materials?
|
6.
|
How may I request printed copies of the proxy materials?
|
•
|
By telephone: Call free of charge 1-800-579-1639 in the United States and Canada;
|
•
|
Via the Internet: Access the Internet and go to
www.proxyvote.com
and follow the instructions to login and order copies; or
|
•
|
Via e-mail: Send us an e-mail at
sendmaterial@proxyvote.com
with the 16 digit control number in the subject line. Your e-mail must include the following information:
|
•
|
the 16-digit control number located in the box in the upper right-hand corner of your Notice;
|
•
|
your preference to receive (a) printed materials via mail or (b) an e-mail with links to the electronic materials;
|
•
|
an e-mail address; and
|
•
|
if you would like this election to apply to the delivery of materials for all future meetings, the word “Permanent” and the last 4 digits of your tax identification number in the e-mail.
|
7.
|
What is the quorum requirement?
|
8.
|
What vote is needed to elect directors?
|
9.
|
What vote is needed to approve the other proposals?
|
10.
|
How do I vote my shares?
|
•
|
via the Internet at
www.proxyvote.com
. The Internet voting system will be available until 11:59 p.m. EDT on April 18, 2017;
|
•
|
by telephone. If you are located within the United States and Canada, call 1-800-690-6903 (toll-free) from a touch-tone telephone. The telephone voting system will be available until 11:59 p.m. EDT on April 18, 2017;
|
•
|
by returning a properly executed proxy card. We must receive your proxy card before the polls close at the Annual Meeting on Wednesday, April 19, 2017; or
|
•
|
in person at the Annual Meeting. Please refer to Question 19 below for information regarding attendance at the Annual Meeting.
|
•
|
via the Internet at
www.proxyvote.com
(16-digit control number is required), by telephone or by returning a properly executed voting instruction form by mail, depending upon the method(s) your broker, bank or other nominee makes available; or
|
•
|
in person at the Annual Meeting. To do so, you must request a legal proxy from your broker, bank or other nominee and present it at the Annual Meeting. Please refer to Question 19 below for information regarding attendance at the Annual Meeting.
|
11.
|
What are broker non-votes?
|
12.
|
I am a current/former Kraft or Kraft Heinz employee and have investments in the Kraft Heinz Stock Fund(s) of the Kraft Heinz Savings/KH Union Savings 401(k) Plans and/or the Kraft Heinz Canada ULC Retirement Savings Plan. Can I vote? If so, how do I vote?
|
13.
|
May I change or revoke my vote?
|
14.
|
Who bears the cost of soliciting votes for the Annual Meeting?
|
15.
|
What is “Householding”?
|
16.
|
Are my votes confidential?
|
17.
|
Who counts the votes?
|
18.
|
How do I find out the voting results?
|
19.
|
What do I need to do if I would like to attend the Annual Meeting?
|
|
|
|
|
|
March 3, 2017
|
|
|
|
James J. Savina
|
|
|
|
|
Senior Vice President, Global General
Counsel and Corporate Secretary
|
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