Dr Pepper Snapple Group,Inc. (NYSE:DPS) Files An 8-K Submission of Matters to a Vote of Security Holders

ME Staff 8-k
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Dr Pepper Snapple Group,Inc. (NYSE:DPS) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders

On June29, 2018, Dr Pepper Snapple Group,Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) at the offices of Baker Botts LLP, 2001 Ross Ave., Suite1100, Dallas, Texas, 75201. The matters voted upon at the Annual Meeting and the results are set forth below:

Proposal 1: Approval of the Stock Issuance Proposal

At the Annual Meeting, stockholders approved the issuance of Company common stock as merger consideration to the terms of the Merger Agreement, dated as of January29, 2018, by and among Maple Parent Holdings Corp. (“Maple Parent”), Salt Merger Sub,Inc. (“Merger Sub”) and the Company.

For

Against

Abstentions

BrokerNon-Votes

142,633,096

172,890

421,949

7,059,862

Proposal 2: Approval of the Charter Amendment Proposal

At the Annual Meeting, stockholders approved an amendment to the certificate of incorporation of the Company to provide for (i)an increase in authorized shares to permit issuance of a sufficient number of shares as merger consideration and (ii)a change of the Company name to “Keurig Dr Pepper Inc.”

For

Against

Abstentions

BrokerNon-Votes

142,006,091

795,671

426,173

7,059,862

Proposal 3: Approval of the Transaction Compensation Proposal

At the Annual Meeting, stockholders approved a resolution (on a non-binding advisory basis) regarding compensation that may become payable to the Company’s named executive officers in connection with the merger of Merger Sub with and into Maple Parent.

For

Against

Abstentions

BrokerNon-Votes

121,073,558

21,026,516

1,127,861

7,059,862

Proposal 4: Approval of the Adjournment Proposal

At the Annual Meeting, stockholders approved the proposal to adjourn the annual meeting for a period of not more than 30 days, if necessary, in the event that there are not sufficient votes to approve items 1 or 2 above.

For

Against

Abstentions

BrokerNon-Votes

116,410,836

26,352,199

464,900

7,059,862

Proposal 5: Approval of the Election Proposal

At the Annual Meeting, stockholders approved the election of the following directors — David E. Alexander, Antonio Carrillo, José M. Gutiérrez, Pamela H. Patsley, Ronald G. Rogers, Wayne R. Sanders, Dunia A. Shive, M. Anne Szostak and Larry D. Young — to hold office for a one-year term and until their respective successors shall have been duly elected and qualified.

For

Against

Abstentions

BrokerNon-Votes

David E. Alexander

143,030,980

77,719

119,236

7,059,862

Antonio Carrillo

143,023,164

85,261

119,510

7,059,862

José M. Gutiérrez

142,357,149

751,796

118,990

7,059,862

Pamela H. Patsley

142,869,986

241,643

116,306

7,059,862

Ronald G. Rogers

142,523,894

585,836

118,205

7,059,862

Wayne R. Sanders

142,523,037

585,980

118,918

7,059,862

Dunia A. Shive

142,310,286

794,115

123,534

7,059,862

M. Anne Szostak

141,307,053

1,803,330

117,552

7,059,862

Larry D. Young

143,028,464

82,492

116,979

7,059,862

Proposal 6: Approval of the Ratification Proposal

At the Annual Meeting, stockholders approved the appointment of Deloitte& Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2018.

For

Against

Abstentions

148,728,059

1,424,414

135,324

Proposal 7: Approval of the 2017 Compensation Proposal

At the Annual Meeting, stockholders approved the compensation of the Company’s named executive officers.

For

Against

Abstentions

BrokerNon-Votes

137,416,096

4,758,900

1,052,939

7,059,862

Proposal 8: Stockholder Proposal Regarding Risks of Obesity

At the Annual Meeting, stockholders did not approve the stockholder proposal regarding risks of obesity.

For

Against

Abstentions

BrokerNon-Votes

5,890,837

135,547,478

1,789,620

7,059,862


About Dr Pepper Snapple Group,Inc. (NYSE:DPS)

Dr Pepper Snapple Group, Inc. is an owner, manufacturer and distributor of non-alcoholic beverages in the United States, Canada and Mexico. The Company’s products consist of flavored (non-cola) carbonated soft drinks (CSDs) and non-carbonated beverages (NCBs), including ready-to-drink teas, juices, juice drinks, water and mixers. The Company operates under three segments: Beverage Concentrates, Packaged Beverages and Latin America Beverages. Its brands include Dr Pepper, Canada Dry, Crush, Schweppes, Sunkist soda, 7UP, A&W, Sun Drop, RC Cola, Squirt, Diet Rite, Vernors and the concentrate form of Hawaiian Punch. Its Beverage Concentrates brands are sold by its bottlers, including its own Packaged Beverages segment, through retail channels, including supermarkets, fountains, merchandisers, club stores, convenience stores, gas stations, small groceries, drug chains and dollar stores. It distributes finished beverages and manufactures beverage concentrates and fountain syrups.