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):   May 19, 2016

Dr Pepper Snapple Group, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

     
Delaware 001-33829 98-0517725
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
5301 Legacy Drive, Plano, Texas   75024
_________________________________
(Address of principal executive offices)
  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   972-673-7300

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:

[  ]  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-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

At the Annual Meeting (defined in Item 5.07), as discussed in Item 5.07 (Proposal 4) in this Current Report on Form 8-K, the stockholders approved the proposed amendments to the Company’s Amended and Restated Certificate of Incorporation to be consistent with the interpretation of Section 141(k) of the Delaware General Corporation Law. The amendments became effective on May 19, 2016 upon filing of a certificate of amendment with the Secretary of State of Delaware. The foregoing description of such amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Second Amendment to Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc., attached hereto as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

On May 19, 2016, Dr Pepper Snapple Group, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) at the Westin Stonebriar Resort Conference Center, 1549 Legacy Drive, Frisco, Texas 75034. The matters voted upon at the Annual Meeting and the results of the votes cast on such matters are set forth below:

Proposal 1: Election of Directors

At the Annual Meeting, stockholders approved the election of the following directors — David E. Alexander, Antonio Carrillo, Pamela H. Patsley, Joyce M Roché, Ronald G. Rogers, Wayne R. Sanders, Dunia A. Shive, M. Anne Szostak, and Larry D. Young— to hold office for a one-year term and until their respective successors shall have been duly elected and qualified.

                                 
    For   Against   Abstentions   Broker Non-Votes
David E. Alexander
    149,097,675       97,023       72,386       8,492,864  
Antonio Carrillo
    148,933,125       237,105       96,854       8,492,864  
Pamela H. Patsley
    147,544,053       1,648,313       74,718       8,492,864  
Joyce M. Roché
    148,515,286       677,949       73,849       8,492,864  
Ronald G. Rogers
    148,167,707       1,026,071       73,306       8,492,864  
Wayne R. Sanders
    148,131,951       1,062,171       72,962       8,492,864  
Dunia A. Shive
    148,988,435       205,435       73,214       8,492,864  
M. Anne Szostak
    148,990,573       209,766       66,745       8,492,864  
Larry D. Young
    149,081,595       109,963       75,526       8,492,864  

Proposal 2: Ratification of the appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2016.

At the Annual Meeting, stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2016.

                 
For   Against   Abstentions
155,960,923
    1,629,308       169,717  

Proposal 3: An Advisory Vote on Approving Executive Compensation

At the Annual Meeting, stockholders approved the compensation of the Company’s named executive officers.

                         
For   Against   Abstentions   Broker Non-Votes
135,396,232
    11,545,584       2,325,268       8,492,864  

Proposal 4: Approve an Amendment to the Company’s Amended and Restated Certificate of Incorporation.

At the Annual Meeting, stockholders approved the proposed amendments to the Company’s Amended and Restated Certificate of Incorporation to be consistent with the interpretation of Section 141(k) of the Delaware General Corporation Law. The amendment became effective on May 19, 2016 upon filing of a certificate of amendment with the Secretary of State of Delaware. The proposal for the text of the amendment to the Amended and Restated Certificate of Incorporation was disclosed in the definitive proxy statement filed by the Company on March 29, 2016.

                         
For
  Against   Abstentions   Broker Non-Votes
 
                       
148,890,854
    111,446       264,784       8,492,864  

Proposal 5: Stockholder Proposal Regarding a Comprehensive Recycling Strategy for Beverage Containers.

At the Annual Meeting, stockholders did not approve the stockholder proposal regarding comprehensive strategy for beverage containers.

                         
For   Against   Abstentions   Broker Non-Votes
54,961,983
    90,639,373       3,665,728       8,492,864  

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

3.1 Certificate of Second Amendment to Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc.


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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.

         
    Dr Pepper Snapple Group, Inc.
          
May 20, 2016   By:   James L. Baldwin
       
        Name: James L. Baldwin
        Title: Executive Vice President & General Counsel


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Exhibit Index


     
Exhibit No.   Description

 
3.1
  Certificate of Second Amendment to Amended and Restated Certificate of Incorporation of Dr Pepper Snapple Group, Inc.

Exhibit 3.1

CERTIFICATE OF SECOND AMENDMENT
TO
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
DR PEPPER SNAPPLE GROUP, INC.

Pursuant to Section 242
of the Delaware General Corporation Law

Dr Pepper Snapple Group, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies that:

First: the name of the corporation is Dr Pepper Snapple Group, Inc.;

Second: the Amended and Restated Certificate of Incorporation (“Restated Certificate”) of Dr Pepper Snapple Group, Inc. was filed in the Office of the Secretary of State of the State of Delaware on May 6, 2008 pursuant to Delaware General Corporation Law;

Third: the Certificate of Amendment (“First Amendment”) to Amended and Restated Certificate of Dr Pepper Snapple Group, Inc. was filed in the Office of the State of the State of Delaware on May 17, 2012 pursuant to Delaware Corporation Law;

Fourth: in accordance with Section 242 of the Delaware General Corporation Law, the board of directors of Dr Pepper Snapple Group, Inc. have adopted a resolution approving the amendments set forth in section (f) of ARTICLE NINTH and ARTICLE TWELFTH and ARTICLE THIRTEENTH of this Certificate of Second Amendment, declaring its advisability, and directing that such amendment be considered at the Annual Meeting of the Stockholders held on May 19, 2016 (the “Annual Meeting”), which meeting was noticed and has been held in accordance with Section 222 of Delaware General Corporation Law;

Fifth: at the Annual Meeting, the amendments received the affirmative vote of not less than two-thirds (2/3) of the voting power of all outstanding shares of capital stock of Dr Pepper Snapple Group, Inc. entitled to vote thereon, which is the vote required to approve such amendment in accordance with the Restated Certificate;

Sixth: that section (f) of ARTICLE NINTH and ARTICLE TWELFTH and ARTICLE THIRTEENTH of the Restated Certificate of Dr Pepper Snapple Group, Inc. are hereby amended in their entirety to read as follows:

NINTH

(f) Removal . Subject to the rights of the holders of any series of Preferred Stock then outstanding, any director or the entire board of directors may be removed, with or without cause, by the affirmative vote of a majority of the votes which all the stockholders would be entitled to cast in any annual election of directors or class of directors at a special meeting of stockholders called in accordance with this Certificate of Incorporation and the By-Laws expressly for that purpose; provided that, any director may be removed from office by the affirmative vote of a majority of the Board, at any time prior to the expiration of their term of office, as provided by applicable law, in the event a director is in breach of any agreement between such director and the Corporation relating to such director’s service as a director or employee of the Corporation.

TWELFTH

Amendment of By-Laws . The Board shall have, and is hereby expressly granted, the power to adopt, amend or repeal the By-Laws at any valid meeting of the Board by the affirmative vote of a majority of the whole Board. The By-Laws may also be altered, amended or repealed at any annual meeting of stockholders, or at any special meeting of the holders of shares of stock entitled to vote thereon called for that purpose, by the affirmative vote of not less than a majority of the voting power of all outstanding shares of capital stock of the Corporation entitled to vote thereon; provided however , that with respect to Sections 2, 6, 7 and 11 of Article II, Sections 2, 3, 4, 8 and 11 of Article III and Article VIII of the By-Laws, such provisions may only be altered, amended or repealed at any annual meeting of stockholders, or at any special meeting of the holders of shares of stock entitled to vote thereon called for that purpose, by an affirmative vote of not less than two-thirds of the voting power of all outstanding shares of capital stock of the Corporation entitled to vote thereon.

THIRTEENTH

Amendment of Certification of Incorporation . The Corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by law, and all rights, preferences and privileges conferred upon stockholders, directors or any other persons herein are granted subject to this reservation. In addition to any affirmative vote required by law and/or provided to the holders of any series of Preferred Stock then outstanding, if any, with respect to Articles Seventh, Eighth, Ninth (other than Section (f)), Tenth, Eleventh, Twelfth and this Thirteenth, such provisions may only be altered, amended or repealed at any annual meeting of stockholders, or at any special meeting of the stockholders called for that purpose, by an affirmative vote of not less than two-thirds of the voting power of all outstanding shares of capital stock of the Corporation entitled to vote thereon, voting as a single class.

Seventh: except as amended by this Certificate of Second Amendment, the Restated Certificate, amended by the First Amendment, remains in full forth and in effect.

IN WITNESS WHEREOF, Dr Pepper Snapple Group, Inc. has caused this Certificate of Second Amendment to Amended and Restated Certificate of Incorporation to be executed and acknowledged by the Executive Vice President and General Counsel of Dr Pepper Snapple Group, Inc. to be effective as of the 19 th day of May 2016.

DR PEPPER SNAPPLE GROUP, INC.

By: /s/ James L. Baldwin
Name: James L. Baldwin
Title: Executive Vice President and General Counsel