8-K

 

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): March 22, 2007

The Pepsi Bottling Group, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	1-14893	13-4038356
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
One Pepsi Way, Somers, New York		10589
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: (914) 767-6000

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))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At a meeting of the Board of Directors of The Pepsi Bottling Group, Inc. ("PBG") on March 22, 2007, John T. Cahill tendered his resignation as Executive Chairman and member of the Board of Directors, effective March 31, 2007. PBG originally announced Mr. Cahill's planned resignation in July 2006.

Also at the meeting on March 22, 2007, each of Thomas H. Kean and Clay G. Small informed PBG's Board of Directors of his decision not to stand for reelection as a director at PBG's 2007 Annual Meeting of Shareholders on May 23, 2007. Thus, each of Messrs. Kean and Small will cease service as a PBG director when his current term expires on May 23, 2007.

A copy of the press release announcing these changes to PBG's Board of Directors is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 8.01 Other Events.

PBG's existing Certificate of Incorporation requires each director to be elected by a majority of the votes cast at a meeting at which directors are being elected and a quorum is present. On March 22, 2007, PBG's Board of Directors adopted an amendment to PBG's Corporate Governance Principles and Practices (the "Amendment") to require director nominees who do not receive a majority of the votes cast to tender their resignation to the Board of Directors. In such event, the Nominating and Corporate Governance Committee of the Board (the "Committee") will make a recommendation to the Board of Directors as to whether to accept or reject the resignation or whether other action should be taken. Under the Amendment, the Board of Directors is required to act on the Committee's recommendation within 90 days after the certification of the election results.

PBG's Corporate Governance Principles and Practices, as amended, are posted on PBG's website at www.pbg.com.

Item 9.01 Financial Statements and Exhibits.

(a) Not Applicable.

(b) Not Applicable.

(c) Not Applicable.

(d) Exhibit 99.1 - Press release dated March 23, 2007.

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 hereunto duly authorized.

	The Pepsi Bottling Group, Inc.
March 23, 2007	By:	David Yawman
		Name: David Yawman
		Title: Vice President, Assistant General Counsel and Assistant Secretary

Exhibit Index

Exhibit No.	Description
99.1	Press release dated March 23, 2007.

EX-99.1

NEWS RELEASE

Contact: Kelly McAndrew
Public Relations
(914) 767-7690 Mary Winn Settino
Investor Relations
(914) 767-7216

THE PEPSI BOTTLING GROUP ANNOUNCES CHANGES
TO ITS BOARD OF DIRECTORS

SOMERS, N.Y., March 23, 2007 – The Pepsi Bottling Group, Inc. (NYSE: PBG) today announced that, as expected, John T. Cahill, 49, will resign from the Company as Executive Chairman of the Board effective March 31, 2007. At the same time, Barry H. Beracha will assume the role of Non-Executive Chairman of the Board. These changes were originally announced in July 2006.

Mr. Beracha, 65, who has served on PBG’s Board since March 1999, said, “John Cahill leaves an indelible mark on the history of PBG. During his tenure, the Company and its shareholders benefited from his strategic leadership and keen industry insight. John’s focus on growing shareholder value yielded substantial returns. We appreciate the time he has devoted to ensuring a smooth transition to President and Chief Executive Officer Eric Foss. PBG’s Board and his colleagues wish John much success as he moves on to the next chapter in his professional life.”

“As I move into the role of Non-Executive Chairman, I do so with tremendous confidence in Eric and the PBG team. PBG has a very promising outlook. I look forward to working with Eric and the Board on the strategy that will take us to the next phase of PBG’s growth.”

PBG’s Board also nominated a slate of directors for election at the Company’s Annual Meeting of Shareholders on May 23, 2007. Those nominees standing for re-election are Linda G. Alvarado, Barry H. Beracha, Eric J. Foss, Ira D. Hall, Susan D. Kronick, Blythe J. McGarvie, Margaret D. Moore and John A. Quelch. Those nominees standing for election for the first time are Javier G. Teruel, Vice Chairman of the Colgate-Palmolive Company, and Hugh F. Johnston, PepsiCo’s Executive Vice President of Operations. Two current members of the Board, Thomas H. Kean and Clay G. Small, have chosen not to stand for re-election and therefore will leave the Board when their terms expire on May 23, 2007.

The Pepsi Bottling Group, Inc. (www.pbg.com) is the world’s largest manufacturer, seller and distributor of Pepsi-Cola beverages with operations in the U.S., Canada, Mexico, Russia, Spain, Turkey and Greece. To receive company news releases by e-mail, please visit www.pbg.com.

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Forward-Looking Statement:

Statements made in this press release that relate to future performance or financial results of PBG are forward-looking statements which involve uncertainties that could cause actual performance or results to materially differ. PBG undertakes no obligation to update any of these statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as to the date hereof. Accordingly, any forward-looking statement should be read in conjunction with the additional information about risks and uncertainties set forth in PBG’s Securities and Exchange Commission reports.