Keurig Dr Pepper Inc. 10-Q

ITEM 5. Other Information COMPENSATORY ARRANGEMENTS WITH MR. DOKMECIOGLU In connection with Ozan Dokmecioglu’s promotion to the role of President and Chief Executive Officer of the Company, effective as of July 29, 2022, the Company has entered into a letter agreement with Mr. Dokmecioglu, dated as of July 25, 2022 (the “Letter Agreement”). The Letter Agreement reflects the compensatory arrangements with Mr. Dokmecioglu described in the Company’s Current Report on Form 8-K filed on April 5, 2022, and is incorporated herein by reference. The Letter Agreement provides that Mr. Dokmecioglu will continue to participate in the Company's long-term incentive program, with a recommended award with a grant date value of $4,000,000 for 2023, and will be eligible to participate in the Company’s benefit plans for salaried employees (including participation in the Severance Plan, as described below). On or around July 29, 2022, Mr. Dokmecioglu will receive an award of RSUs with a grant date value of $14,000,000, which will vest in one-third installments on each of the third, fourth and fifth anniversaries of the date of grant, subject to his continued employment with the Company and a requirement that he hold $25,000,000 in Company shares (as measured on the grant date) through the final vesting date. 57 Table of Contents APPOINTMENT OF MR. DOKMECIOGLU TO THE BOARD On July 25, 2022, the Board appointed Mr. Dokmecioglu as a member of the Board, effective July 29, 2022. Mr. Dokmecioglu will serve for an initial term to expire concurrently with the terms of the other members of the Board at the Company’s 2023 Annual Meeting of Stockholders, or until his earlier death, resignation or removal. There are no arrangements or understandings between Mr. Dokmecioglu and any other persons pursuant to which Mr. Dokmecioglu was appointed as a director, and Mr. Dokmecioglu is not a party to any transaction with the Company reportable under Item 404(a) of Regulation S-K under the Securities Act. ADOPTION OF THE EXECUTIVE SEVERANCE PLAN On July 25, 2022, the Board adopted the Keurig Dr Pepper Inc. Executive Severance Plan (the “Severance Plan”), to be effective July 29, 2022. The Severance Plan provides severance benefits to the Executive Chairman, Chief Executive Officer, members of the Executive Leadership Team (which includes our named executive officers), Senior Vice Presidents and Vice Presidents of the Company, in the event such individual’s employment is terminated in either a Qualifying Termination or a CIC Qualifying Termination, in each case as described below. Qualifying Termination For the Executive Chairman and Chief Executive Officer, a Qualifying Termination means a termination of employment by the Company without “Cause” (as defined in the Severance Plan) or by the participant for “Good Reason” (as defined in the Severance Plan). For members of the Executive Leadership Team, a Qualifying Termination means a termination of employment by the Company without Cause or by the participant’s declining an offer for a position that is not a “Comparable Position” (as defined in the Severance Plan). CIC Qualifying Termination A “CIC Qualifying Termination” means a termination of the participant’s employment with the Company by the Company without Cause or by the participant for Good Reason (as defined in the Severance Plan), in each case, during the period commencing six months prior to the date on which a “Change in Control” (as defined in the Severance Plan) is consummated and ending on the date that is two years following a Change in Control. Severance Benefits If a participant experiences a Qualifying Termination, he or she will receive an amount equal to two times for the Executive Chairman and Chief Executive Officer and 1.5 times for members of the Executive Leadership Team the sum of the participant’s annual base salary and annual target bonus, payable in substantially equal installments over 24 months for the Executive Chairman and Chief Executive Officer and 18 months for members of the Executive Leadership Team. If a participant experiences a CIC Qualifying Termination, he or she will receive an amount equal to three times for the Executive Chairman and Chief Executive Officer and 2.25 times for members of the Executive Leadership Team the sum of the participant’s annual base salary and annual target bonus, payable in a lump sum within 60 days following the date the release executed by the participant becomes effective and irrevocable. If any of the payments and benefits to be paid or provided to a participant under the terms of the Severance Plan would be subject to the “golden parachute” excise taxes under the Internal Revenue Code, then such payments and benefits will be reduced to the extent necessary to avoid those excise taxes, but only if such a reduction of pay or benefits would result in a greater after-tax benefit to the eligible employee. The foregoing descriptions of the Letter Agreement and the Severance Plan do not purport to be complete and are qualified in their entirety by reference to the respective form of such documents attached hereto as Exhibit 10.3 and Exhibit 10.4. 58 Table of Contents ITEM 6. Exhibits 4.1 Twelfth Supplemental Indenture, dated as of April 22, 2022, among Keurig Dr Pepper Inc., the guarantors party thereto and Computershare Trust Company, N.A., as trustee (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on April 22, 2022) and incorporated herein by reference). 4.2 Form of 3.950% Senior Note due 2029 (included in Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on April 22, 2022) and incorporated herein by reference). 4.3 Form of 4.050% Senior Note due 2032 (included in Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on April 22, 2022) and incorporated herein by reference). 4.4 Form of 4.500% Senior Note due 2052 (included in Exhibit 4.1 to the Company's Current Report on Form 8-K (filed on April 22, 2022) and incorporated herein by reference). 10.1 Letter Agreement by and between the Company and Robert J. Gamgort dated April 5, 2022 (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K (filed on April 5, 2022) and incorporated herein by reference). ++ 10.2 Letter Agreement by and between the Company and Mauricio Leyva dated July 15, 2022 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (filed on July 19, 2022) and incorporated herein by reference). ++ 10.3 * Letter Agreement by and between the Company and Ozan Dokmecioglu dated July 25, 2022.++ 10.4 * Keurig Dr Pepper Inc. Executive Severance Plan, effective as of July 29, 2022.++ 31.1 * Certification of Chief Executive Officer of Keurig Dr Pepper Inc. pursuant to Rule 13a-14(a) or 15d-14(a) promulgated under the Exchange Act. 31.2 * Certification of Chief Financial Officer of Keurig Dr Pepper Inc. pursuant to Rule 13a-14(a) or 15d-14(a) promulgated under the Exchange Act. 32.1 ** Certification of Chief Executive Officer of Keurig Dr Pepper Inc. pursuant to Rule 13a-14(b) or 15d-14(b) promulgated under the Exchange Act, and Section 1350 of Chapter 63 of Title 18 of the United States Code. 32.2 ** Certification of Chief Financial Officer of Keurig Dr Pepper Inc. pursuant to Rule 13a-14(b) or 15d-14(b) promulgated under the Exchange Act, and Section 1350 of Chapter 63 of Title 18 of the United States Code. 101* The following financial information from Keurig Dr Pepper Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, formatted in Inline XBRL: (i) Condensed Consolidated Statements of Income, (ii) Condensed Consolidated Statements of Comprehensive Income, (iii) Condensed Consolidated Balance Sheets, (iv) Condensed Consolidated Statements of Cash Flows, (v) Condensed Consolidated Statement of Changes in Stockholders' Equity, and (vi) the Notes to Condensed Consolidated Financial Statements. The Instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 104* The cover page from this Quarterly Report on Form 10-Q, formatted as Inline XBRL. * Filed herewith. ** Furnished herewith. ++ Indicates a management contract or compensatory plan or arrangement. 59 Table of Contents 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 thereunto duly authorized. Keurig Dr Pepper Inc. By: /s/ Ozan Dokmecioglu Name: Ozan Dokmecioglu Title: Chief Financial Officer & President, International (Principal Financial Officer) Date: July 28, 2022 60