This morning, National Legal and Policy Center presented a proposal at PepsiCo, Inc.‘s annual shareholder meeting that asks the board to implement a policy to require the Chair of the Board of Directors to be an independent member from the CEO. In other words, the same executive could not hold both roles.
Currently Ramon Laguarta (pictured above) is Chairman and CEO.
PepsiCo’s board of directors opposed our proposal, as explained on page 88 of the company’s proxy statement. NLPC’s response to the board’s opposition statement was filed with the Securities and Exchange Commission earlier this month.
Speaking at the meeting as sponsor of the resolution was Paul Chesser, director of NLPC’s Corporate Integrity Project. A transcript of his three-minute remarks, which you can listen to here, follows:
Like every other company that opposes independent chair policies, Pepsi’s board members say they want to “retain flexibility,” that allows them to combine the Chair and CEO.
What this really means, is, “We want to make up the rules as we go along.”
Or more plainly: “We don’t want any rules.”
Almost every other structured hierarchy, whether they be businesses, governments, NGOs, etc., have rules for their leadership roles.
But not Pepsi’s board.
They want a combined Chair and CEO if they feel like it.
Or they DON’T want a combined Chair and CEO if they DON’T feel like it.
It all just depends on what day you ask them.
This is no way to run a multinational corporation.
Now Pepsi, like every other company with a combined Chair and CEO, proudly states they have a “robust” Lead Independent Director with a supposedly strong list of responsibilities.
The Board cites Mr. [Ian] Cook who presides in that role, and one of the things they are proud of that he created was the Board’s Sustainability, Diversity and Public Policy Committee.
I’m not surprised the Board is proud of this committee because it invokes the two most favorite terms of “woke” Corporate America: Sustainability and Diversity.
I’m sure the Board would cite the most superficial of diversity terms by pointing out its members’ skin colors and genders, although I’m not sure two sexes are enough these days to accomplish adequate gender diversity.
Nonetheless, Pepsi’s board lacks diversity in one significant area, and that’s ideological diversity.
Research of each director’s campaign contributions shows the board is dominated by one side of the political spectrum.
And looking at the woke initiatives that Mr. Laguarta involves the company in, it’s easy to tell which political side the Company is on.
For example, after pandering to the anti-police Black Lives Matter movement and promising $400 million dollars to “increase black representation at PepsiCo,” you can see that while the Company refuses to be colorblind, it certainly IS woke.
Our destroyed inner cities have paid the price because of it.
And Pepsi certainly played with fire by announcing a “Cracker Jill” brand counterpart to its beloved “Cracker Jack.”
The Company announced that the campaign is “fueled by powerful female and non-binary voices.”
In case you haven’t noticed, Bud Light is suffering a brand meltdown over a so-called “non-binary” campaign.
Pepsi’s board may think its earnings are good, but all it takes is one woke false step and your company is in a tailspin.
Just ask Anheuser Busch.
Pepsi may think it’s diverse, but in reality it is uniformly woke.
So if we can’t convince you to separate the chairman and CEO, how about you infuse the board with some different ideological views at least?
We are ready to start the conversation with you.
Please vote for Proposal No. 5.
Read NLPC’s shareholder proposal for the PepsiCo, Inc. annual meeting here.
Listen to Chesser’s three-minute remarks in support of the proposal here.
Read NLPC’s response, filed with the SEC, to the PepsiCo board’s opposition to our shareholder proposal here.
In another report filed at the SEC, NLPC also opposed a proposal for PepsiCo on “restricting reproductive rights” brought forth by pro-abortion activists. You can read NLPC’s report on that proposal here.