Sector: Consumer Staples
KRAFT HEINZ · Meeting: May 14, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Director since 2015 with meaningful tenure overlap, but KHC's 3-year total shareholder return trails the peer group median by only 4.2 percentage points, well below the 20-point trigger threshold for a negative absolute TSR, so no TSR flag applies; no overboarding, attendance, or independence concerns noted.
Joined the board in January 2026, which is within the 24-month new-director exemption window, so the TSR trigger does not apply; no other disqualifying flags identified.
Director since May 2023, tenure overlaps less than half the 3-year underperformance measurement period, and the 3-year peer gap of 4.2 percentage points is well below the 20-point trigger threshold; no overboarding, attendance, or independence issues.
Joined the board in October 2025, within the 24-month new-director exemption window, so the TSR trigger does not apply; no other disqualifying flags identified.
Director since May 2021 with meaningful tenure overlap, but the 3-year peer TSR gap of 4.2 percentage points is well below the 20-point trigger threshold; serves on two other public company boards, within the permitted limit; no attendance or independence concerns.
Director since November 2022 with partial tenure overlap, and the 3-year peer TSR gap of 4.2 percentage points is well below the 20-point trigger threshold; no overboarding, attendance, or independence concerns.
Joined the board in October 2025, within the 24-month new-director exemption window, so the TSR trigger does not apply; serves on two other public company boards, within the permitted limit; no other disqualifying flags.
Director since May 2020 with full tenure overlap, but the 3-year peer TSR gap of 4.2 percentage points is well below the 20-point trigger threshold for a negative absolute TSR; no overboarding, attendance, or independence concerns.
Joined the board in October 2025, within the 24-month new-director exemption window, so the TSR trigger does not apply; serves on one other public company board, within the permitted limit; no other disqualifying flags.
Director since July 2015 with full tenure overlap, but the 3-year peer TSR gap of 4.2 percentage points is well below the 20-point trigger threshold; no overboarding concerns despite serving on multiple committees; attendance exceeds 83% threshold; no independence concerns.
All ten director nominees receive a FOR vote. KHC's 3-year total shareholder return of -31.1% is negative in absolute terms, which sets the peer-group underperformance trigger threshold at 20 percentage points; KHC trails its 13-company compensation peer group median by only 4.2 percentage points over three years, well below that threshold, so no TSR-based AGAINST votes are triggered. Four directors who joined in 2025 or January 2026 are exempt from the TSR trigger under the 24-month new-director rule. No overboarding, attendance, independence, or qualification concerns were identified for any nominee.
CEO
Carlos Abrams-Rivera
Total Comp
$10,748,810
Prior Support
96%%
The CEO serving during the 2025 fiscal year, Carlos Abrams-Rivera, received total compensation of approximately $10.75 million, which is within a reasonable range for a CEO at a large-cap consumer staples company of KHC's size and complexity. The pay structure is well-designed: approximately 74% of named executive officer pay is performance-based and at-risk, with equity awards heavily weighted toward performance share units (70% of the equity mix), which vest based on three-year relative total shareholder return, organic net sales growth, and cumulative free cash flow — all meaningful, long-term metrics. The program received 96% shareholder support at the 2025 annual meeting, signaling broad investor satisfaction, and the company maintains a robust clawback policy; no structural red flags are present that would warrant an AGAINST vote.
Auditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$12,337,000
Non-Audit Fees
$1,546,000
Non-audit fees (audit-related fees of $191K plus tax fees of $1,350K plus other fees of $5K, totaling approximately $1.546 million) represent about 12.5% of core audit fees of $12.337 million, well below the 50% threshold that would raise independence concerns. PwC's tenure is not explicitly disclosed in the proxy so the tenure trigger cannot fire. PwC is a Big 4 firm appropriate for a company of KHC's size and complexity. No material restatements attributable to audit failure are disclosed.
The 2026 Kraft Heinz annual meeting ballot presents four proposals: all ten director nominees receive a FOR vote because the company's 3-year total shareholder return, while deeply negative in absolute terms, trails its compensation peer group median by only 4.2 percentage points — well below the 20-point trigger threshold — and no other disqualifying governance flags were found; PwC's audit ratification passes cleanly with non-audit fees representing only about 12.5% of audit fees; the Say on Pay proposal receives a FOR vote given a well-structured, heavily performance-weighted compensation program with strong prior-year shareholder support of 96%; and the equity plan approval is outside the scope of the current policy. No stockholder proposals appear on this year's ballot.
13 companies disclosed in 2026 proxy filing
