KRAFT HEINZ (KHC)
Sector: Consumer Staples
2026 Annual Meeting Analysis
KRAFT HEINZ · Meeting: May 14, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
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.
Say on Pay
✓ FORCEO
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 Ratification
✓ FORAuditor
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.
Overall Assessment
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.
Compensation Peer Group
13 companies disclosed in 2026 proxy filing