Dr Pepper Snapple Group,Inc. (NYSE:DPS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 9.01. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b)
On June25, 2018, Dr Pepper Snapple Group,Inc. (“DPS” or the “Company”) and Maple Parent Holdings Corp. (“Maple”) announced the anticipated resignations of certain Company executives, including Martin M. Ellen, Executive Vice President& Chief Financial Officer and James J. Johnston, President – Beverage Concentrates & Latin America Beverages, upon (and subject to) completion of the merger contemplated by the Agreement and Plan of Merger (the “Merger Agreement”) among the Company, a special purpose merger subsidiary of the Company (“Merger Sub”) and Maple, the indirect parent of Keurig Green Mountain,Inc. In addition, upon (and subject to) completion of the merger, Larry D. Young, President and Chief Executive Officer, will retire from the Company but remain on the Board of Directors.
Item 9.01. Other Events
On June25, 2018, the Company and Maple issued a joint press release announcing the above resignations of certain Company executives and the anticipated executive leadership team of the Company to be appointed upon (and subject to) completion of the Merger. Under the terms of the Merger Agreement, the Merger Sub will merge into Maple, with Maple becoming a wholly owned subsidiary of the Company. As previously announced, concurrently with the closing of the merger, DPS will be renamed “Keurig Dr Pepper Inc.” and, following the consummation of the merger, will trade under the symbol “KDP” on the New York Stock Exchange
A copy of the press release described above is filed as an exhibit to this Current Report on Form8-K and is incorporated by reference herein.
In addition, the Merger Agreement provides that following the completion of the merger, the Company’s Board of Directors will be comprised of twelve members, including two directors designated by Mondelēz International Holdings LLC (“Mondelēz LLC”), a minority investor in Maple. The Company’s definitive proxy statement, as filed with the Securities and Exchange Commission on May29, 2018, identifies the two Mondelēz LLC designees as Dirk Van de Put, Chairman and Chief Executive Officer of Mondelēz International,Inc. and Brian Gladden, Executive Vice President and Chief Financial Officer of Mondelēz International,Inc. Mondelēz LLC has informed the Company and Maple that due to Mr.Gladden’s planned departure from Mondelēz International,Inc., it will designate Gerhard W. Pleuhs, Executive Vice President and General Counsel of Mondelēz International,Inc., in place of Mr.Gladden.
Additional Information:
This communication is being made in respect of the proposed transaction involving Maple Parent Holdings Corp. and Dr Pepper Snapple Group,Inc. The proposed transaction will be submitted to the stockholders of Dr Pepper Snapple Group,Inc. for their consideration. In connection therewith, Dr Pepper Snapple Group,Inc. filed a definitive proxy statement on May29, 2018 with the SEC, and may file further relevant materials with the SEC. The definitive proxy statement has been mailed to the stockholders of Dr Pepper Snapple Group,Inc. BEFORE MAKING ANY VOTING OR ANY INVESTMENT DECISION,INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of the proxy statement, any amendments or supplements thereto and other documents containing important information about Dr Pepper Snapple Group,Inc. through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by Dr Pepper Snapple Group,Inc. are available free of charge on Dr Pepper Snapple Group,Inc.’s website at https://www.drpeppersnapplegroup.com/ under the heading “SEC Filings and Proxy Statements” within the “Investors” portion of Dr Pepper Snapple Group,Inc.’s website. Stockholders of Dr Pepper Snapple Group,Inc. may also obtain a free copy of the definitive proxy statement by contacting Dr Pepper Snapple Group,Inc.’s Investor Relations Department at (972) 673-7000.
Maple Parent Holdings Corp., Bob Gamgort (Director and Chief Executive Officer of Maple Parent Holdings Corp.), Ozan Dokmecioglu (Chief Financial Officer of Maple Parent Holdings Corp.), and Bart Becht (a Director of Maple Parent Holdings Corp.) may be deemed to be “participants” under SEC rulesin any solicitation of Dr Pepper Snapple Group,Inc. stockholders in respect of a Maple Parent Holdings Corp. proposal for a transaction with Dr Pepper Snapple Group,Inc. Neither Maple Parent Holdings Corp. nor any of the individuals listed above has a direct or indirect interest, by security holdings or otherwise, in Dr Pepper Snapple Group,Inc. or the matters to be acted upon in connection with a potential transaction involving Maple Parent Holdings Corp. and Dr Pepper Snapple Group.
