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Other Information.
−Removed: Not applicable.
+Added: (b) Insider Stock Trading Arrangements:
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Directors, Executive Officers and Corporate Governance.
−Removed: Information required by this Item 10 is included under the caption “Information about our Executive Officers” contained in Item 1, Business , of this report and under the headings Proposal 1.
−Removed: Election of Directors, Corporate Governance and Board Matters—Codes of Conduct , Beneficial Ownership of Kraft Heinz Stock—Delinquent Section 16(a) Reports , Board Committees and Membership—Committee Structure and Membership , and Other Information—Stockholder Proposals in our definitive Proxy Statement for our Annual Meeting of Stockholders expected to be held on May 4, 2023 (“2023 Proxy Statement”).
+Added: Information required by this Item 10 is included under the caption “Information about our Executive Officers” contained in Item 1, Business , of this report and under the headings Our Board, Beneficial Ownership of Kraft Heinz Stock—Delinquent Section 16(a) Reports , Governance—Other Governance Policies and Practices , Governance—Committees of the Board , and Other Information—Stockholder Proposals in our definitive Proxy Statement for our Annual Meeting of Stockholders expected to be held on May 2, 2024 (“2024 Proxy Statement”).
This information is incorporated by reference into this Annual Report on Form 10-K.
Executive Compensation.
−Removed: Information required by this Item 11 is included under the headings Board Committees and Membership—Human Capital and Compensation Committee—Compensation Committee Interlocks and Insider Participation , Director Compensation , Compensation Discussion and Analysis , Executive Compensation Tables , and Pay Ratio Disclosure in our 2023 Proxy Statement.
+Added: Information required by this Item 11 is included under the headings Governance—Committees of the Board , Director Compensation , and Executive Compensation—Compensation Discussion and Analysis , Executive Compensation—Executive Compensation Tables , and Executive Compensation—Pay Ratio Disclosure in our 2024 Proxy Statement.
This information is incorporated by reference into this Annual Report on Form 10-K.
11 unchanged sentences
Certain Relationships and Related Transactions, and Director Independence.
−Removed: Information required by this Item 13 is included under the headings Corporate Governance and Board Matters—Independence and Corporate Governance and Board Matters—Related Person Transactions in our 2023 Proxy Statement.
+Added: Information required by this Item 13 is included under the headings Our Board and Governance—Other Governance Policies and Practices in our 2024 Proxy Statement.
This information is incorporated by reference into this Annual Report on Form 10-K.
Principal Accountant Fees and Services.
−Removed: Information required by this Item 14 is included under the headings Proposal 3.
−Removed: Ratification of the Selection of Independent Auditors—Independent Auditors’ Fees and Services and Proposal 3.
−Removed: Ratification of the Selection of Independent Auditors—Pre-Approval Policy in our 2023 Proxy Statement.
+Added: Information required by this Item 14 is included under the headings Audit Matters—Independent Auditors’ Fees and Services and Audit Matters—Pre-Approval Policy in our 2024 Proxy Statement.
This information is incorporated by reference into this Annual Report on Form 10-K.
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4.24 Form of 3.375% Senior Notes due 2021, 4.000% Senior Notes due 2023, and 4.625% Senior Notes due 2029 (included in Exhibit 4.23).
−Removed: 4.25 Description of Kraft Heinz Securities registered under Section 12 of the Exchange Act (incorporated by reference to Exhibit 4.32 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2018 , filed on June 7, 2019).
+Added: 4.25 Description of Kraft Heinz Securities registered under Section 12 of the Exchange Act .
4.26 Eighth Supplemental Indenture, dated September 25, 2019, relating to the 3.750% Senior Notes due 2030, 4.625% Senior Notes due 2039, and 4.875% Senior Notes due 2049, among Kraft Heinz Foods Company, as issuer, The Kraft Heinz Company, as guarantor, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed on September 25, 2019).
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Morgan Securities LLC, as representative of the other initial purchasers (incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K, filed on May 18, 2020).
+Added: Tenth Supplemental Indenture, dated May 10, 2023, relating to the €600,000,000 Floating Rate Senior Notes due 2025, among Kraft Heinz Foods Company, as issuer, The Kraft Heinz Company, as guarantor, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed on May 10, 2023).
+Added: Form of €600,000,000 Floating Rate Senior Notes due 2025 (included in Exhibit 4.32).
10.1 Tax Sharing and Indemnity Agreement, dated September 27, 2012, between Kraft Foods Inc.
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Heinz Holding Corporation’s Registration Statement on Form S-4, filed on May 29, 2015).+
−Removed: 10.7 Kraft Foods Group, Inc.
−Removed: Deferred Compensation Plan for Non-Management Directors (incorporated by reference to Exhibit 4.3 of Kraft Foods Group, Inc.’s Registration Statement on Form S-8 , filed on September 12, 2012).+
+Added: 10.7 The Kraft Heinz Company Amended & Restated Deferred Compensation Plan for Non-Management Directors.+*
10.8 Settlement Agreement, dated June 22, 2015, between Mondelez International Inc.
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10.9 Credit Agreement, dated July 8, 2022, among The Kraft Heinz Company, Kraft Heinz Foods Company, the initial lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed on July 8, 2022).
−Removed: 10.10 The Kraft Heinz Company Amended & Restated Severance Pay Plan for Salaried Employees, effective January 1, 2023.+*
+Added: 10.10 The Kraft Heinz Company Amended & Restated Severance Pay Plan for Salaried Employees, effective January 1, 2023 (incorporated by reference to Exhibit 10.10 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed on February 16, 2023).+
10.11 The Kraft Heinz Company Change in Control Severance Plan, effective January 1, 2023 (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed on December 9, 2022).+
23 unchanged sentences
10.34 2022 Form of The Kraft Heinz Company 2020 Omnibus Incentive Plan Deferred Stock Award Agreement (incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 26, 2022, filed on April 28, 2022).+
+Added: 10.35 2023 Form of The Kraft Heinz Company 2020 Omnibus Incentive Plan Non-Qualified Stock Option Award Agreement (incorporated by reference to Exhibit 10.35 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed on February 16, 2023).+
+Added: 10.36 2023 Form of The Kraft Heinz Company 2020 Omnibus Incentive Plan Performance Share Award Notice (incorporated by reference to Exhibit 10.36 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed on February 16, 2023).+
+Added: 10.37 2023 Form of The Kraft Heinz Company 2020 Omnibus Incentive Plan Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.37 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed on February 16, 2023.+
+Added: 10.38 2023 Form of The Kraft Heinz Company 2020 Omnibus Incentive Plan Matching Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.38 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed on February 16, 2023).+
+Added: 10.39 2023 Form of The Kraft Heinz Company 2020 Omnibus Incentive Plan Deferred Stock Award Agreement (incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the quarterly period ended April 1, 2023, filed on May 3, 2023).+
+Added: 10.40 First Amendment, dated as of July 21, 2023, to the Credit Agreement dated as of July 8, 2022, among The Kraft Heinz Company, Kraft Heinz Foods Company, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed on July 21, 2023).
10.41 2024 Form of The Kraft Heinz Company 2020 Omnibus Incentive Plan Non-Qualified Stock Option Award Agreement.+*
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10.44 2024 Form of The Kraft Heinz Company 2020 Omnibus Incentive Plan Matching Restricted Stock Unit Award Agreement.+*
+Added: 10.45 2024 Form of The Kraft Heinz Company 2020 Omnibus Incentive Plan Deferred Stock Award Agreement.+*
21.1 List of subsidiaries of The Kraft Heinz Company.*
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1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
+Added: 97.1 The Kraft Heinz Clawback Polic y.*
101.1 The following materials from The Kraft Heinz Company’s Annual Report on Form 10-K for the period ended December 30, 2023 formatted in iXBRL (Inline eXtensible Business Reporting Language):
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Signature Title Date
−Removed: /s/ Miguel Patricio Chief Executive Officer and Chair of the Board February 16, 2023
−Removed: Miguel Patricio (Principal Executive Officer)
+Added: /s/ Carlos Abrams-Rivera Chief Executive Officer and Director February 15, 2024
+Added: Carlos Abrams-Rivera (Principal Executive Officer)
/s/ Andre Maciel Executive Vice President and Global Chief Financial Officer February 15, 2024
2 unchanged sentences
Vince Garlati (Principal Accounting Officer)
+Added: * Chair of the Board February 15, 2024
+Added: Miguel Patricio
* Vice Chair of the Board February 15, 2024
2 unchanged sentences
* Director February 15, 2024
+Added: * Director February 15, 2024
Lori Dickerson Fouché
32 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.