KRFT (MM)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 1, 2015

 

 

 

Kraft Foods Group, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Virginia		1-35491		36-3083135
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Three Lakes Drive, Northfield, IL 60093-2753

(Address of principal executive offices, including zip code)

(847) 646-2000

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230-425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 5.07. Submission of Matters to a Vote of Security Holders.

On July 1, 2015, Kraft Foods Group, Inc. (the “Company”) held its Special Meeting of Shareholders (the “Special Meeting”). The Company filed its Definitive Proxy Statement for the proposals voted upon at the Special Meeting with the Securities and Exchange Commission on June 2, 2015.

As of the close of business on May 13, 2015, the record date for the Special Meeting, 592,279,827 shares of the Company’s common stock were issued and outstanding and entitled to vote at the Special Meeting. 416,981,149 shares of the Company’s common stock were represented in person or by proxy at the Special Meeting and, therefore, a quorum was present. The number of votes cast for or against, as well as abstentions and broker non-votes, if applicable, with respect to each proposal is set out below:

1. Proposal to approve the Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 24, 2015, among H.J. Heinz Holding Corporation , a Delaware corporation (“Heinz”), Kite Merger Sub Corp., a Virginia corporation and wholly owned subsidiary of Heinz, Kite Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Heinz, and the Company. The proposal to approve the Merger Agreement received the affirmative vote of approximately 69.59% of the outstanding shares of common stock entitled to vote at the Special Meeting.

 

Shares For		Shares Against		Shares Abstaining		Broker Non- Votes
412,173,552		3,054,834		1,752,763		0

2. Proposal to approve, by non-binding, advisory vote, the compensation that may become payable to the Company’s named executive officers in connection with the merger. The proposal to approve, by non-binding, advisory vote, the compensation that may become payable to the Company’s named executive officers in connection with the merger received the affirmative vote of approximately 91.09% of the votes cast.

 

Shares For		Shares Against		Shares Abstaining		Broker Non- Votes
376,373,291		36,822,682		3,785,176		0

3. Proposal to approve one or more adjournments of the Special Meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of the proposal to approve the Merger Agreement (the “Adjournment Proposal”). The proposal to approve one or more adjournments of the Special Meeting received the affirmative vote of approximately 91.32% of the votes cast.

 

Shares For		Shares Against		Shares Abstaining		Broker Non- Votes
378,673,709		35,986,018		2,321,422		0

Item 8.01. Other Events.

On July 1, 2015, Kraft and Heinz issued a joint press release announcing the preliminary results of the shareholder vote at the Special Meeting. A copy of that press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.		Description
99.1		Press Release, dated July 1, 2015.

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SIGNATURE

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 hereunto duly authorized.

 

Date: July 1, 2015				Kraft Foods Group, Inc.
				By:		/s/ Kim K. W. Rucker
						Kim K. W. Rucker
						Executive Vice President, Corporate & Legal Affairs, General Counsel and Corporate Secretary

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EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press Release, dated July 1, 2015.

Exhibit 99.1

 

KRAFT FOODS GROUP SHAREHOLDERS APPROVE MERGER TRANSACTION WITH H.J. HEINZ

HOLDING CORPORATION AND ITS SUBSIDIARIES TO FORM

THE KRAFT HEINZ COMPANY

Combination Will Create Unparalleled Portfolio of Powerful and Iconic Brands

PITTSBURGH and NORTHFIELD, Ill. – July 1, 2015 – Kraft Foods Group, Inc. (NASDAQ: KRFT) shareholders today voted to approve the previously announced merger agreement providing for the creation of The Kraft Heinz Company. In a preliminary count of the voting results, more than 98 percent of votes cast at the special meeting voted in favor of the transaction, representing more than 69 percent of all outstanding Kraft shares, clearing the way for the merger to close after market close tomorrow, July 2, 2015, subject to certain customary closing conditions.

The transaction will create the third-largest food and beverage company in North America, and the fifth-largest food and beverage company in the world.

“Today’s approval to create The Kraft Heinz Company will unite two powerful businesses, deliver incredible shareholder value, and provide a platform for growth both domestically and internationally,” said Alex Behring, future Chairman of The Kraft Heinz Company and Managing Partner at 3G Capital.

“This truly is a historic moment for our two companies as we combine to become a global food and beverage leader with an unparalleled portfolio of great brands,” said John T. Cahill, Kraft Foods Group Chairman and CEO and future Vice Chairman of The Kraft Heinz Company. “It has been a privilege to serve Kraft, and I look forward to continue serving The Kraft Heinz Company on its board of directors.”

The merger was announced on March 25, 2015 and received regulatory approvals in the U.S. and Canada. The final voting results will be disclosed in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission later today.

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Media and Investor Contacts:		Kraft Foods Group Basil Maglaris (media) +1 847-646-4538 news@kraftfoods.com   Christopher Jakubik, CFA (investors) +1 (847) 646-5494 ir@kraftfoods.com		H.J. Heinz Company Michael Mullen Senior Vice President of Corporate & Government Affairs +1 (412) 456-5751 michael.mullen@us.hjheinz.com

ABOUT HEINZ

H.J. Heinz Company, offering “Good Food Every Day”™, is one of the world’s leading marketers and producers of healthy, convenient and affordable foods specializing in ketchup, sauces, meals, soups, snacks and infant nutrition. Heinz provides superior quality, taste and nutrition for all eating occasions whether in the home, restaurants, the office or “on-the-go.” Heinz is a global family of leading branded products, including Heinz^® Ketchup, sauces, soups, beans, pasta and infant foods (representing over one third of Heinz’s total sales), Ore-Ida^® potato products, Weight Watchers^® Smart Ones^® entrées, T.G.I. Friday’s^® snacks, and Plasmon infant nutrition. Heinz is famous for its iconic brands on six continents, showcased by Heinz^® Ketchup, The World’s Favorite Ketchup^®. For more information, visit www.heinz.com.

ABOUT KRAFT FOODS GROUP

Kraft Foods Group, Inc. (NASDAQ: KRFT) is one of North America’s largest consumer packaged food and beverage companies, with annual revenues of more than $18 billion. The company’s iconic brands include Kraft, Capri Sun, Jell-O, Kool-Aid, Lunchables, Maxwell House, Oscar Mayer, Philadelphia, Planters and Velveeta. Kraft’s 22,000 employees in the U.S. and Canada have a passion for making the foods and beverages people love. Kraft is a member of the Standard & Poor’s 500 and the NASDAQ-100 indices. For more information, visit www.kraftfoodsgroup.com and www.facebook.com/kraft.

FORWARD-LOOKING STATEMENTS

Certain of the matters discussed in this communication constitute “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, both as amended by the Private Securities Litigation Reform Act of 1995. Words such as “will,” “look,” “provide,” “deliver” or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the proposed merger.

There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this communication. For example, the expected timing and likelihood of completion of the proposed merger, including, the ability to successfully integrate the businesses, the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, the risk that the parties may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all, risks related to disruption of management time from ongoing business operations due to the proposed transaction, the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of Kraft’s common stock, and the risk that the proposed transaction and its announcement could have an adverse effect on the ability of Kraft and Heinz to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating results and businesses generally, problems may arise in successfully integrating the businesses of the companies, which may result in the combined company not operating as effectively and efficiently as expected, the combined company may be unable to achieve cost-cutting synergies or it may take longer than expected to achieve those synergies, and other factors. All such factors are difficult to predict and are beyond our control. We disclaim and do not undertake any obligation to update or revise any forward-looking statement in this communication, except as required by applicable law or regulation

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