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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 15, 2022

 

 

 

LOGO

Keurig Dr Pepper Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-33829   98-0517725
(State or other jurisdiction
of incorporation)		   (Commission
File Number)		   (IRS Employer
Identification No.)

53 South Avenue, Burlington, Massachusetts 01803

(Address of principal executive offices, including zip code)

781-418-7000

(Registrant’s telephone number including area code)

Not Applicable

(Former name or former address if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-14(c) under the Exchange Act (17 CFR 240.13e-14(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading
Symbol

  

Name of each exchange
on which registered

Common stock   KDP   Nasdaq Stock Market LLC

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Interim Chief Financial Officer

As previously announced in a Current Report on Form 8-K filed by Keurig Dr Pepper Inc. (the “Company”) on April 5, 2022, effective July 29, 2022, Ozan Dokmecioglu will transition from his current position as the Company’s Chief Financial Officer and President, International to the position of President and Chief Executive Officer, and the Company’s current President and Chief Executive Officer, Robert J. Gamgort, will transition to the role of Executive Chairman.

In connection with this leadership transition, George Lagoudakis was appointed to serve as the Company’s interim Chief Financial Officer, effective July 29, 2022. Mr. Lagoudakis, 50, is currently the Company’s Senior Vice President of Finance for Cold Beverages, a position he has held since July 2018. Before joining the Company, he served as VP Finance, CFO Breakfast Food EU of Kellogg Company from May 2013 to June 2018. Mr. Lagoudakis has more than 25 years of global financial management experience in related industries, including service in various financial roles at Kraft Foods Group and Mondelez International prior to his work at Kellogg Company. He holds a Bachelor of Business Administration and a Master of Business Administration from Athens University of Economics and Business, and he has completed the Executive Corporate Finance program from London Business School.

Mr. Lagoudakis has no family relationship with any directors or executive officers of the Company, nor are there any arrangements or understandings between Mr. Lagoudakis and any other persons pursuant to which he was selected as an officer of the Company. There are no related party transactions between Mr. Lagoudakis and the Company reportable under Item 5.02 of Form 8-K and Item 404(a) of Regulation S-K.

Letter Agreement with Mauricio Leyva

Mauricio Leyva, who currently serves as the Company’s President, Coffee, was appointed to an expanded role as Group President, effective August 1, 2022. In this role, Mr. Leyva will lead Coffee Systems and the Company’s international business, and he will also lead the continued evolution of the digitalization of the Company.

In connection with this appointment, the Company entered into a letter agreement with Mr. Leyva (the “Letter Agreement”), amending his equity award agreements that are currently outstanding (the “Amended Award Agreements”). The Letter Agreement provides that, subject to Mr. Leyva’s continued employment with the Company through June 30, 2024, the restricted stock units underlying the Amended Award Agreements will be eligible to vest pro rata upon a voluntary or involuntary termination of Mr. Leyva’s service with the Company, other than a termination for cause.

The foregoing summary of the Letter Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Letter Agreement, a copy of which is filed as Exhibit 10.1 hereto.

Item 7.01. Regulation FD Disclosure.

A copy of the Company’s news release announcing executive leadership team changes in advance of the Company’s Chief Executive Officer transition has been furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in the press release is being furnished, not filed, pursuant to Item 7.01. Accordingly, the information in the press release will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

   

Description

10.1    Letter Agreement by and between the Company and Mauricio Leyva dated July 15, 2022
99.1    Keurig Dr Pepper Inc. Press Release dated July 19, 2022 - “Keurig Dr Pepper Announces Executive Leadership Team Changes in Advance of CEO Transition”
104    Cover Page Interactive Data File, formatted in Inline XBRL and included as Exhibit 101

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

    KEURIG DR PEPPER INC.
Dated: July 19, 2022        
    By:  

/s/ Anthony Shoemaker

      Name:   Anthony Shoemaker
      Title:   Chief Legal Officer, General Counsel and Secretary

Exhibit 10.1

GLOBAL AMENDMENT TO AWARD AGREEMENTS UNDER

THE KEURIG DR PEPPER INC. OMNIBUS STOCK INCENTIVE PLAN OF 2019

This Global Amendment (this “Amendment”) to all Outstanding Awards (as defined below) under the Keurig Dr Pepper Inc. Omnibus Stock Incentive Plan of 2019 (as amended from time to time, the “Plan”) is entered into by and between Keurig Dr Pepper Inc., a Delaware corporation (the “Company”) and Mauricio Leyva (the “Participant”) effective as of July 15, 2022 (the “Effective Date”). Capitalized terms not otherwise defined herein have the meanings set forth in the Plan or the relevant award agreement, as applicable.

WHEREAS, reference is made to the following restricted stock unit (“RSU”) award agreements between the Company and the Participant, each of which remains outstanding as of the Effective Date: (i) Matching Restricted Stock Unit Award with a grant date March 12, 2020, covering an award of 217,486 RSUs; (ii) Restricted Stock Unit Award with a grant date March 12, 2020, covering an award of 652,458 RSUs; (iii) Restricted Stock Unit Award with a grant date March 12, 2020, covering an award of 95,694 RSUs; (iv) Restricted Stock Unit Award with a grant date of March 3, 2021, covering an award of 71,849 RSUs; and (v) Restricted Stock Unit Award with a grant date March 2, 2022, covering an award of 56,981 RSUs (collectively, the “Outstanding Awards”);

WHEREAS, the Company has requested, and Participant has agreed, that Participant assume an expanded leadership role for the Company (the “Role”) effective August 1, 2022 (the “Transition Date”), which Role shall include leadership of the Company’s International businesses, new direct reports of SVP/GM Mexico and SVP/GM Canada and also leadership of the continued evolution of the Company’s digitalization, and that the Participant’s new title in connection with the Role shall be Group President;

WHEREAS, in connection with Participant’s expanded Role, the Company has agreed that the Outstanding Awards shall vest as provided in this Amendment so long as Participant remains in the Role through and until at least June 30, 2024 (the “Target Date”);

WHEREAS, pursuant to Section 13 of the Plan and the terms of the award agreements governing the Outstanding Awards, the terms of the Outstanding Awards may be amended at any time;

WHEREAS, the Committee has reviewed and approved the Role and the material terms of this Amendment;

WHEREAS, in light of the foregoing, it has been determined that this Amendment is desirable and appropriate.

NOW, THEREFORE, in consideration of the foregoing, effective as of the Effective Date:

 

1.

The award agreements for all Outstanding Awards are hereby amended such that, provided that the Participant remains in continuous Service through the Target Date, and on or after the Target Date but prior to the full vesting of any of the Outstanding Awards, the Participant’s employment with the Company terminates for any reason other than for Cause (here and hereafter in this Amendment, as defined in the Keurig Dr

  Pepper Inc. Severance Pay Plan for Executives, as such plan may be amended in the future, the “Severance Plan”), then on the date of such Termination of Employment any remaining unvested RSUs shall immediately become vested with respect to that portion of the RSUs determined by multiplying the RSUs originally granted under the Outstanding Award by a fraction, the numerator of which is the number of complete months elapsed from the Grant Date for such Outstanding Award through the date of such Termination of Employment and the denominator of which is 60, and reducing such product by the number of RSUs that previously vested under such Outstanding Award.

 

2.

Should Participant’s Service be involuntarily terminated by the Company prior to the Target Date for any reason other than for Cause, Participant will be eligible to receive a Leadership Integration Bonus to be calculated and paid in a manner similar to other Company executives’ historical treatment, as determined in the Committee’s sole discretion.

 

3.

Participant will continue to participate in the Severance Plan, which will offer certain protections in the event of the termination of Participant’s employment under certain conditions.

 

4.

Except as expressly amended hereby, the award agreements for the Outstanding Awards shall remain in full force and effect.

 

5.

This Amendment shall be construed and interpreted in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law thereof.

 

KEURIG DR PEPPER INC.
By:  

/s/ Mary Beth DeNooyer

Name:   Mary Beth DeNooyer
Title:   Chief Human Resources Officer

Acknowledged and Agreed:

 

/s/ Mauricio Levya

Participant: Mauricio Leyva
Date: July 15, 2022

Exhibit 99.1

LOGO

KEURIG DR PEPPER ANNOUNCES EXECUTIVE LEADERSHIP TEAM CHANGES IN ADVANCE OF CEO TRANSITION

BURLINGTON, Mass. and FRISCO, Texas, July 19, 2022 – Keurig Dr Pepper Inc. (NASDAQ: KDP) today announced changes to its executive leadership team, in advance of the Company’s previously-announced CEO transition at the end of this month.

As announced on April 5, 2022, Ozan Dokmecioglu will transition from the position of CFO & President, International to the position of CEO on July 29, at which time Chairman & CEO Bob Gamgort will transition to the role of Executive Chairman.

Derek Hopkins, who currently serves as President, Cold Beverages and has broad responsibility for KDP’s commercial functions, has decided to leave KDP at the end of 2022 to pursue family and personal interests he’s put on hold for some time. Hopkins will continue to serve in an advisory role in 2023 to Gamgort and Dokmecioglu, with whom he has partnered for the past six years to transform Keurig Green Mountain (KGM), lead the successful integration of the KDP merger and drive outsized growth for KDP’s cold business.

The Company has decided to separate Hopkins’ current role into two – President, Commercial and a more focused President, Cold Beverages role. KDP has launched an external search for a new President, Cold Beverages, and expects to fill the role prior to year-end.

Andrew Archambault, who currently serves as Chief Customer Officer, has been promoted to the President, Commercial role, effective Aug. 1, and will become a member of the Executive Leadership Team, reporting to Dokmecioglu. Archambault joined KDP in 2018 and has more than 25 years of leadership experience in the CPG industry. In his new position, Archambault will continue to lead sales planning and execution for national and regional accounts, with the additional responsibility for fountain foodservice and revenue growth management.

Mauricio Leyva, who joined KDP in 2020 and currently serves as President, Coffee, will assume an expanded role as Group President, effective Aug. 1. In this role, Leyva will continue to lead Coffee and add responsibility for the international businesses previously led by Dokmecioglu, as well as the continued evolution of the digitalization of KDP.

David Thomas, who has been with KDP and its predecessor companies since 2006 and currently serves as Chief Research & Development Officer, will be retiring from the Company upon the naming of his successor. An external search is underway, and Thomas has agreed to remain with KDP to ensure a seamless transition.

At the time of the CEO transition announcement, the Company communicated that it had launched an external search process for a CFO to replace Dokmecioglu. To ensure full coverage during the transition, effective July 29, George Lagoudakis, who currently serves as Senior Vice President of Finance for Cold Beverages and has more than 25 years of global financial management experience in the food industry, has been appointed to the interim role of KDP CFO, reporting to Dokmecioglu.

All other Executive Leadership Team members will continue in their current roles.

Reflecting upon the evolution of his leadership team, Dokmecioglu stated, “I want to thank Derek for his strong partnership and the significant value he helped to create at KGM and KDP. I am grateful for his ongoing support as an advisor to the Company. I’d also like to thank David for his significant contributions to KDP and our predecessor companies over the past 16 years and his plan to remain with KDP to transition to his successor. I wish him all the best as he moves into retirement. Finally, I’d like to congratulate Mauricio on his expanded role and Andrew and George on their new roles. I also want to express my gratitude to the entire KDP Executive Leadership Team for their strong support.”

Gamgort added, “Ozan embarks as CEO of KDP with a talented team and thoughtful transition plan. I am pleased to have the continued support of Derek, who has been a great partner in the significant value creation we have driven at KDP. I am also grateful to David for his strong leadership, expertise and development of our R&D function and wish him well in his retirement.”

About Keurig Dr Pepper

Keurig Dr Pepper (KDP) is a leading beverage company in North America, with annual revenue approaching $13 billion and approximately 27,000 employees. KDP holds leadership positions in soft drinks, specialty coffee and tea, water, juice and juice drinks and mixers, and markets the #1 single serve coffee brewing system in the U.S. and Canada. The Company’s portfolio of more than 125 owned, licensed and partner brands is designed to satisfy virtually any consumer need, any time, and includes the owned brands of Keurig®, Dr Pepper®, Green Mountain Coffee Roasters®, Canada Dry®, Snapple®, Bai®, Mott’s®, CORE® and The Original Donut Shop®. Through its powerful sales and distribution network, KDP can deliver its portfolio of hot and cold beverages to nearly every point of purchase for consumers. The Company is committed to sourcing, producing and distributing its beverages responsibly through its Drink Well. Do Good. corporate responsibility platform, including efforts around circular packaging, efficient natural resource use and supply chain sustainability. For more information, visit www.keurigdrpepper.com.

Investor Contact:

Steve Alexander

Keurig Dr Pepper

T: 972-673-6769 / steve.alexander@kdrp.com

Media Contact:

Katie Gilroy

T: 781-418-3345 / katie.gilroy@kdrp.com

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