Keurig Dr Pepper Inc. (KDP)
NASDAQ: KDP · Real-Time Price · USD
28.15
-1.07 (-3.66%)
Apr 27, 2026, 4:00 PM EDT - Market closed
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AGM 2024

Jun 10, 2024

Bob Gamgort
Executive Chairman, Keurig Dr Pepper

Good morning. This is Bob Gamgort, Executive Chairman of Keurig Dr Pepper, and it's my pleasure to welcome all of you to KDP's 2024 Annual Stockholders Meeting. The polls for voting on all items are now open. We are pleased to host today's meeting through this online platform, which allows us to facilitate access and participation in the meeting for all stockholders, wherever they are located. Until the conclusion of the formal business of the meeting, stockholders can submit their questions online by entering their questions in the field provided in the web portal, and we will answer appropriate questions during the question and answer sessions to the extent time allows. Our rules of conduct for this meeting are posted to the virtual meeting site and provide the guidelines for the meeting and for Q&A.

Please remember that you may also vote your shares online at any time during this meeting prior to the closing of the polls. If you have already voted prior to the meeting, there is no need to vote again unless you wish to change your vote.

At this time, please let me take the opportunity to introduce you to the other members of KDP's Board of Directors, all of whom are attending today's meeting: Tim Cofer, Chief Executive Officer of KDP, Oray Boston, Worldwide President of TECA and Sports at Johnson & Johnson Orthopedics, Olivier Goudet, Senior Investment Advisor of JAB, Peter Harf, Managing Partner and Chairman of JAB, Juliet Hickman, former Investment Analyst of Capital World Investors, Paul Michaels, former Global President of Mars, Pam Patsley, former Chief Executive Officer and Executive Chairman of MoneyGram International, Lubomira Rochet, Partner of JAB, Deborah Sandler, Founder and CEO of Mavis Foods, Bob Singer, former Chief Executive Officer of Barilla Holdings , and Larry Young, former President and Chief Executive Officer of Dr Pepper Snapple Group.

Next, I'd like to introduce you to Sudhanshu Priyadarshi, our Chief Financial Officer and President, International, Monique Oxender, our Chief Corporate Affairs Officer, and Anthony Shoemaker, our Chief Legal Officer, General Counsel, and Secretary who are on the line with us today. Also with us are Mark Jackson, our Vice President and Assistant General Counsel, who will act as Secretary of this meeting. And Jane Gelfand, our Vice President of Investor Relations, who will facilitate the question and answer sessions. Dan Berner, the Engagement Partner with Deloitte & Touche, who oversees our annual audit, is also in attendance today. Robert Johnson, a representative of the Carideo Group , is serving as Inspector of the Election and is attending today's meeting as well. Now we will move to the formal business items.

I have been informed by the Secretary that notice of the meeting was duly given on or about April 26, 2024, to holders of the company's common stock at the close of business on April 15, 2024, the record date, and the number of shares of common stock present or represented by proxy constitutes a quorum. Therefore, I hereby declare this meeting duly convened for the purpose of conducting the business set forth in the Notice of Annual Meeting and Proxy Statement. Anthony, please introduce the proposals to be voted upon.

Tim Cofer
CEO, Keurig Dr Pepper

Thank you, Bob. Today we will be following the meeting agenda, which you can see in the Meeting Materials panel at the bottom of your screen. Other materials, including the rules of conduct for today's meeting, can also be found there. Each of the proposals that we are voting on are fully described in our Proxy Statement. The first proposal on the ballot is for the election of 11 directors to hold office for a one-year term or until their respective successors shall have been duly elected and qualified. The following persons have been duly nominated by our Board of Directors for election as directors: Tim Cofer, Robert Gamgort, Oray Boston, Joachim Creus , Olivier Goudet, Juliet Hickman, Paul Michaels, Pam Patsley, Lubomira Rochet, Deborah Sandler, and Robert Singer. No other nominations have been received, and in accordance with the bylaws, the nomination window is closed.

The second proposal on the ballot is an advisory vote to approve KDP's executive compensation. The third proposal on the ballot is to ratify the appointment of Deloitte & Touche LLP as KDP's independent registered public accounting firm for fiscal year 2024. The fourth proposal is a stockholder proposal submitted by Betsy L. Krieger Trust , requesting additional reporting on plastic packaging. The proponent has asked Kelly McBee, Circular Economy Manager at As You Sow , to present the proposal. Ms. McBee, I note that in accordance with our rules of conduct for this meeting, you will have up to three minutes to present the proposal. I'll ask now, Operator, that we open the line for Ms. McBee to speak.

Operator

Ms. McBee, your line is open.

Tim Cofer
CEO, Keurig Dr Pepper

Go ahead.

Kelly McBee
Circular Economy Manager, As You Sow

Good morning. Thank you for the opportunity to present this proposal. I'm Kelly McBee with As You Sow, moving item four, the shareholder proposal asking our company to evaluate opportunities to rapidly reduce dependence on single-use plastic packaging. The growing plastic pollution crisis poses increasing risks to Keurig Dr Pepper. In response to the crisis, international leaders continue to negotiate a global plastics treaty, the ramifications of which are expected to affect all packaging operations. In the U.S., five states have adopted policies holding corporations financially accountable for packaging waste in just the last few years. As these regulations, known as Extended Producer Responsibility or EPR policies, are developed, they may include taxing corporations for single-use plastic packaging.

The groundbreaking study "Breaking the Plastic Wave: A First of Its Kind" global analysis of pathways to curb ocean plastic pollution concluded that at least one-third of plastic use should be eliminated and that reducing plastic use is the most viable solution from environmental, economic, and social perspectives. Latterly, Keurig Dr Pepper recently committed to shareholders to increase use of reusable and refillable packaging as part of its efforts to decrease single-use plastic. However, despite this stated intention, our company reports increases in total plastic use by more than 10%, undermining our company's stated intentions and exposing our company to risks from EPR legislation and the forthcoming global plastics treaty.

Our company has announced the planned launch of a promising new plastic-free product, K-Rounds, but without the analysis requested in this proposal, including establishing a uniform methodology for the measurement of package-free and reused servings delivered and a time-bound reuse and refill packaging goal, it is unclear how this product will be scaled and its market share reported against. Our company would benefit from the report requested in this proposal, which could complement Keurig Dr Pepper's existing efforts to mitigate risks faced by plastic packaging pollution by providing a concise summary for shareholders of the company's ongoing learnings, actions, and evaluations on plastic reduction and reusable packaging. Please vote yes on this proposal. Thank you.

Tim Cofer
CEO, Keurig Dr Pepper

Thank you, Ms. McBee. We appreciate you joining us today, and I'll now turn the meeting back to Bob.

Bob Gamgort
Executive Chairman, Keurig Dr Pepper

Thanks, Anthony. We do not intend to present any additional formal remarks concerning these proposals because the Proxy Statement describes them in detail. However, I will remind you that the Board of Directors recommends that you vote for each of the nominees for directors set forth in this first proposal, for the second and third proposals presented, and against the fourth proposal for the reasons set out in the Proxy Statement. If you have not already voted, I encourage you to vote online now. As a reminder, if you sent in a proxy or voted via phone or internet and do not wish to change your vote, you do not need to take any further action. I will close the polls at the end of the Q&A session relating to the matters to be voted on today.

We will now pause for a minute or so to allow stockholders an opportunity to submit questions online. General questions about our business will be answered during the Q&A session following the formal business portion of the meeting. Jane, do we have any questions about the proposals that have been submitted online?

Jane Gelfand
Head of Investor Relations, Keurig Dr Pepper

Good morning, Bob. We have not received any questions from our stockholders related to the voting matters, so I will turn it back to you to continue the formal business.

Bob Gamgort
Executive Chairman, Keurig Dr Pepper

Thank you. We will now pause for a minute or so to allow stockholders an opportunity to complete their online voting and to submit any final questions, after which time we will close the polls and the Q&A. Now, to wrap up our formal business today, I declare the polls for the voting closed. The opportunity to submit questions has also closed. Will the Secretary of the meeting please report the results of the voting?

Tim Cofer
CEO, Keurig Dr Pepper

Thank you, Bob. The Inspector of the Election has informed me that each of the nominees for directors set forth in Proposal 1, as well as the proposal to ratify the appointment of Deloitte & Touche set forth in Proposal 3, have received the affirmative vote of the holders of a majority of our common stock who are present either virtually or represented by proxy and who actually cast their vote. With respect to the advisory vote to approve executive compensation set forth in Proposal 2, the stockholders have voted by a majority of the votes cast to approve the resolution. With respect to the stockholder proposal set forth in Proposal 4, the stockholders have cast a majority of the votes against the resolution. Therefore, under the company's bylaws, each of the directors has received the requisite number of votes to be elected.

The stockholders have voted on a non-binding basis to approve KDP's executive compensation. The proposal to ratify the appointment of Deloitte & Touche has been approved, and the stockholder proposal requesting additional reporting on plastic packaging has not been approved. That concludes the report of preliminary voting. Details of the final results will be available in a Form 8-K filed with the SEC within four business days.

Bob Gamgort
Executive Chairman, Keurig Dr Pepper

Thank you, Mark. That concludes our formal business for this meeting. While we will not be making any specific remarks today on the company's recent performance, our 2023 performance is described in our Annual Report, and our earnings release for the first quarter of 2024 sets forth the company's Q1 results. You can also find webcasts of our recent investor events on the investors' page of our website, keurigdrpepper.com. We will now respond to any general questions from our stockholders not related to proposals. Jane, have any general questions been submitted?

Jane Gelfand
Head of Investor Relations, Keurig Dr Pepper

Yes, thank you, Bob. We will answer as many stockholder questions that have been submitted online as time allows. The first question relates to the CSD category and asks, in light of the latest health trends, where do we see the soda market going in the future?

Bob Gamgort
Executive Chairman, Keurig Dr Pepper

Okay, thank you. Just to clarify, CSD stands for Carbonated Soft Drinks, and I would invite Tim Cofer, our Chief Executive Officer, to address that question.

Tim Cofer
CEO, Keurig Dr Pepper

Thank you, Bob, and good morning, everyone. Indeed, carbonated soft drinks remain a large part of the total market that we serve, which total liquid refreshment beverages is a $300 billion market across many segments, and CSD is a key category with sales in excess of $40 billion. We continue to see healthy growth in carbonated soft drinks. In fact, on a year-to-date basis, the category is up close to 5%, and in 2023, the category is up 9%. These are both dollar-basis syndicated retail sales. So we do see the American consumer continue to be highly engaged in the category. As a leader in this category, we will continue to extend our leadership positions by providing winning innovation, driving strong and compelling brand marketing, and winning in-store activation. An important part of this is providing consumers with the choice that includes both zero and low sugar varieties.

In fact, we're proud to say that nearly 60% of our portfolio today is what we would characterize as Positive Hydration, which means it has low or no sugar and other positive elements, including a serving of fruit, for example, in our Mott's line . So we remain bullish overall on carbonated soft drinks and the role it can play in consumers' liquid refreshment beverage choices and will continue to innovate consistent with consumers' trends and desire for health and well-being beverage choices.

Bob Gamgort
Executive Chairman, Keurig Dr Pepper

Okay, Tim, thank you very much. Jane, do we have any additional questions about the general business?

Jane Gelfand
Head of Investor Relations, Keurig Dr Pepper

We have no further submitted general business questions, so with that, I will pass it back to you, Bob.

Bob Gamgort
Executive Chairman, Keurig Dr Pepper

Okay, thank you. Our meeting is now concluded and adjourned. We appreciate all of the stockholders' participation today and would like to thank you for attending and for your ongoing support.

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