DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

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Exchange Act of 1934 (Amendment No. )

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H. J. HEINZ COMPANY

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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August 2012

Say on Pay Perspective

Executive Summary

A decade of strategic transformation

Strong and consistent performance

Highly capable, experienced and

recognized leadership

A track record of pay for performance

Big Changes to Big Things

We Have Built a Strong, Sustainable Platform for the Future

STRATEGIC

TRANSFORMATION

Category Focus

Emerging Market Mix

Organization

Talent

Incentive Metrics

Systems

2002

2012

6 categories

3 categories

7% of sales

21% of sales

(approaching 25% in 2013)

Independent

affiliates

Collaborative

business units

Local

Integrated global

functions

Profit only

Shareholder-

aligned metrics

Disparate/

antiquated

Global SAP

template

A Stronger, More Focused

Global Portfolio

Geographies

Categories

Brazil

Latin

America

China

Indonesia

Russia/E. Europe

India

Africa/Middle East

~75% of Sales

~95% of Sales

~25% of Sales

Based on FY12 Full Year sales from continuing operations; Developed vs. Emerging Markets reflects FY13 estimates.

Nearly Two-Thirds of Sales are Outside the U.S.

STRATEGIC

TRANSFORMATION

Emerging Markets

Canada

Australia/

New Zealand

Italy

Western Europe

United Kingdom

United States

Developed Markets

Infant / Nutrition

Meals & Snacks

Ketchup & Sauces

Heinz Has Delivered

Superior TSR

Value

$100

investment,

Dec

2002

–

July

2012

Time

period:

December

20,

2002

(date

transaction

was

completed)

through

July

31,

2012.

Transformative Del Monte Spinoff

Set the Path for Long-Term Success

Transformative Del Monte Spinoff

Set the Path for Long-Term Success

PERFORMANCE

REVIEW

28 Consecutive Quarters

of Organic Sales Growth

(1)

(1) Volume plus price.

(2)

Adjusted for approximate impact of 7% for the extra week in Q4 FY06 and one less week in Q4 FY07.

(3)

Adjusted for approximate impact of 3% for two extra business days in Q4 FY12.

(4) Not restated for FY10 discontinued operations.

(2)

FY06

(4)

FY07

(4)

FY08

(4)

FY09

FY10

FY11

7.3%

FY12

(2)

4.5%

(3)

PERFORMANCE

REVIEW

2.5%

0.8%

2.8%

0.3%

6.0%

4.2%

3.7%

5.3%

8.1%

8.6%

5.7%

10.7%

6.3%

1.9%

5.7%

2.1%

0.8%

3.0%

2.6%

3.6%

0.9%

1.7%

1.6%

3.1%

1.5%

4.6%

1.5%

5.3%

-1.7%

Transformation has Yielded Sustainable Growth

(1) Amounts

are

continuing

operations,

FY06

and

FY12

Net

Income

and

EPS

excludes

special

items.

(2) Operating Free Cash Flow is cash from operations less capital expenditures net of proceeds from disposal of PP&E.

(3) Volume plus price.

(4) Excludes cash paid for productivity initiatives related to severance and other implementation costs and capital spending.

Sales

(1)

$MM

EPS

(1)

Operating Free Cash Flow

(2)

$MM

After-Tax ROIC

Strong and Consistent

Performance

1,206

(4)

864

+8.4%

CAGR

+8.4%

CAGR

Average

113%

Net

Income

(1)

Average

113%

Net

Income

(1)

+440

bps

+440

bps

Average

Organic

(3)

Growth 4.0%

Average

Organic

(3)

Growth 4.0%

PERFORMANCE

REVIEW

8,470

11,649

FY06

FY12

2.06

3.35

FY06

FY12

FY06

FY12

14.8%

FY06

FY12

19.2%

Top-Quartile

Operating Free Cash Flow

(1)

OFCF as % of Net Income, Heinz vs. Peer Groups, FY06 –

FY12

Source: Thomson Reuters

(1)

Operating Free Cash Flow is cash from operations less capital expenditures net of proceeds from disposal of PP&E.

(2)

Excludes special items. Result is 119% on a continuing operations reported basis.

A Key Indicator of Earnings Quality

PERFORMANCE

REVIEW

A Strong Focus on Cash

Flow and Sharing It With Investors

(1)

Cash from operations less capital expenditures, net of proceeds from disposal of PP&E.

Source: Thomson Reuters, Company analysis. Excludes SLE/HSH due to structural changes during the period which impacts comparability.

Latest Two Fiscal Years

Reported Operating Free Cash Flow

(1)

% of Reported Net Income

Dividend Yield

PERFORMANCE

REVIEW

Leading Shareholder

Returns

Source:

Thomson

Reuters.

The

Peer

Group

includes

ADM,

CPB,

CAG,

DF,

GIS,

KFT,

MKC,

SLE,

HSY

and

TSN.

Value of Initial $100 Investment

PERFORMANCE

REVIEW

$108

$175

$137

$108

$171

$119

$106

$171

$105

1 Year

(FY12)

3 Years

(FY10 -

12)

5 Years

(FY08 -

12)

Heinz

Peer Group

S&P 500

Heinz has Consistently Outperformed

U.S. Food Peers and the S&P 500

Heinz has Consistently Outperformed

U.S. Food Peers and the S&P 500

($/Share)

TSR Driven by Strong

Earnings and Dividend Growth

EPS

CAGR

+8.4%

Dividend

CAGR

+8.2%

(1) From continuing operations, excludes special items.

Source: Thomson Reuters, Company analysis.

PERFORMANCE

REVIEW

Heinz:

FY07

FY08

FY09

FY10

FY11

FY12

CAGR

EPS

13.6%

12.0%

11.1%

-1.4%

6.6%

9.5%

8.4%

Dividend

16.7%

8.6%

9.2%

1.2%

7.1%

6.7%

8.2%

Annual TSR

14.9%

4.3%

-24.8%

40.3%

16.3%

7.6%

7.9%

S&P 500:

Annual TSR

16.5%

-5.6%

-35.3%

39.3%

16.1%

5.8%

3.3%

EPS

(1)

Dividends:

$2.06

$2.34

$2.62

$2.91

$2.87

$3.06

$3.35

$1.20

$1.40

$1.52

$1.66

$1.68

$1.80

$1.92

$1.00

$1.50

$2.00

$2.50

$3.00

$3.50

FY06

FY07

FY08

FY09

FY10

FY11

FY12

Chairman, President &

CEO –

William R. Johnson

One of the longest-serving CEOs in the CPG industry

Recognized by investors and analysts

•

Best CEO in Food Sector

–

Institutional Investor Magazine, 2012

Leads a strong board of directors, ranked 15

of 466

largest corporations for its business acumen

–

James Drury Partners, July 2012

Collaborative across non-competitive

CPG companies

“Bill Johnson (is) the dean of food industry executives.”

Jonathan Feeney, Janney Capital Markets

“Bill Johnson (is) the dean of food industry executives.”

Jonathan Feeney, Janney Capital Markets

LEADERSHIP

TEAM

Source: Institutional Investor Magazine: 2012 All-America Executive Team Rankings by 600 Buy Side firms and 830 Sell Side analysts.

Best CEO, Bill Johnson

Best CFO, Art Winkleblack

Best IR Professional, Meg Nollen

Best IR Department

Second

Place

Recognition From Investors and

Analysts: 2012 All-America Executive Team

One of the Four Most Honored Companies in the U.S.

LEADERSHIP

TEAM

First Place

Buy Side

Sell Side

Food Sector

ROIC

TSR

Net

Income

Long-Term:

Sales

Cash

Earnings

Operating

Income

Short-Term:

Aligned Incentives with

Shareholders

Note: Short-Term plan change 2002, Long-Term plan change 2006.

Incentive Plan

From

Balanced Performance

Solely Profit-Focused

Well-Designed Compensation Program

Driving Superior Performance and Returns

Well-Designed Compensation Program

Driving Superior Performance and Returns

PAY FOR

PERFORMANCE

Commitment to Pay for

Performance

Salary

11%

Salary

11%

Annual

Incentive

(1)

24%

Annual

Incentive

(1)

24%

Restricted

Stock

(3)

13%

Restricted

Stock

(3)

13%

Options

(4)

22%

Options

(4)

22%

Long-Term

Incentive

(2)

30%

Long-Term

Incentive

(2)

30%

(1)

Based on growth in constant-currency sales, EPS and operating free cash flow.

(2)

Based on growth in adjusted ROIC and relative TSR.

(3)

Based on surpassing a baseline operating income target.

(4)

Requires stock price to increase to be of value.

89% of CEO’s Target Pay is Performance-Based

PAY FOR

PERFORMANCE

CEO Pay Mix at Target

CEO Pay Has Declined While

TSR Has Continued to Climb

PAY FOR

PERFORMANCE

CEO Pay Decreased by 12.5% from FY11 -

FY12,

Aligned with Relative Performance to Targets

CEO Pay Decreased by 12.5% from FY11 -

FY12,

Aligned with Relative Performance to Targets

CEO Pay, $000

Indexed TSR

Source of data: ISS, Aug 10, 2012

Current compensation plan has been in place for

six years

Shareholders overwhelmingly (over 94%)

supported the plan in 2011 -

as recommended by

ISS and Glass Lewis

Our performance metrics were approved by

shareholders in 2007

Performance targets have increased in spite of a

challenging economic climate

Compensation Plan and Metrics

Well-Tested and Supported by Shareholders

PAY FOR

PERFORMANCE

ISS’s Conclusions are Based on a Misaligned Peer Group

Scope

ISS Peer Group Companies are

Significantly Smaller in Size and Scope

PAY FOR

PERFORMANCE

Heinz CEO Pay is Proportional to the ISS Peer Group

Source: Thomson Reuters, Company analysis.

(1) ISS calculations.

CEO Total

Comp

(1)

Market

Capitalization

Net Sales

Number of

Employees

H.J. Heinz Co.

$17.0M

$17.5B

$11.6B

66%

32,200

ISS Peer

Group Median

$10.6M

$9.9B

$8.1B

21%

18,250

Heinz Index vs.

ISS Peer Group

160

176

143

322

176

International

Heinz Does Not Source Talent

from ISS Peer Group

•

Campbell Soup

•

Clorox

•

The Coca-Cola Company

•

Colgate-Palmolive

•

ConAgra Foods

•

General Mills

•

Hershey

•

Kellogg

•

Kimberly-Clark

•

Kraft Foods

•

PepsiCo, Inc.

•

Sara Lee/Hillshire Brands

Heinz Compensation Peer Group

ISS Peer Group for Heinz

•

Beam Inc.

•

Campbell Soup

•

Coca-Cola Enterprises

•

ConAgra Foods

•

Ingredion

(Corn

Products

Intl.)

•

Dr. Pepper Snapple Group

•

General Mills

•

Hershey

•

Hormel Foods

•

Kellogg

•

Reynolds American

•

Smithfield Foods

•

J. M. Smucker

•

Sara Lee/Hillshire Brands

PAY FOR

PERFORMANCE

>50% Heinz Sr. Management Sourced from Compensation Peer Group;

None

from ISS Peer Group

ISS’s Peer Group Leads to

a Different Conclusion

PAY FOR

PERFORMANCE

Relative Degree of Alignment (RDA)

ISS High Concern

ISS Medium Concern

(1) Simulated result; Company estimates.

Heinz Peer Group

(1)

ISS Peer Group

TSR Pay

Rank

RDA

TSR Pay

Rank

RDA

1-Year

-33

-44

3-Year

-31

100

-75

Combined

-32

-62

Heinz Strongly Believes

ISS has Reached an Erroneous Conclusion

Heinz Strongly Believes

ISS has Reached an Erroneous Conclusion

Summary

Heinz has been executing tough strategic and

transformational changes required in this

environment

Heinz continues to deliver excellent results

Heinz’s management team has deep experience

and is recognized as a leader in the packaged

foods industry

Heinz’s compensation is aligned with shareholder

interest and is performance-based

We Recommend Support for Heinz’s

“Say on Pay”

Vote at our Annual Meeting on August 28

We Recommend Support for Heinz’s

“Say on Pay”

Vote at our Annual Meeting on August 28

ISS-Added Peers

APPENDIX

Category

Market

Capitalization

Revenues

International

Number of

Employees

H.J. Heinz Co.

Food

$17.5B

$11.6B

66%

32,200

Beam, Inc.

Alcohol

$9.8B

$2.3B

65%

3,200

Coca-Cola

Enterprises

Bottling

$8.8B

$8.3B

100%

13,250

Dr. Pepper

Snapple Group

Beverages

$9.5B

$5.9B

11%

19,000

Hormel Foods

Food

$7.2B

$7.9B

19,500

Ingredion

Ingredients

$3.9B

$6.2B

71%

11,000

Reynolds

American

Tobacco

$25.8B

$8.5B

5,450

Smithfield Foods

Protein

$2.8B

$13.1B

11%

46,050

JM Smucker

Food

$8.3B

$5.5B

4,850

Size & Scope of ISS Peers are Not Comparable to Heinz

H.J. Heinz Company -

Non-GAAP Performance Ratios

financial information with additional meaningful comparisons between current results and results in prior periods. Non-GAAP financial measures

should be viewed in addition to, and not as an alternative for, the Company's reported results prepared in accordance with GAAP. The following

tables provide the calculations of the non-GAAP performance ratios discussed in this presentation.

H. J. Heinz Company and Subsidiaries

Non-GAAP Performance Ratios

The Company reports its financial results in accordance with accounting principles generally accepted in the United States of America ("GAAP").

However, management believes that certain non-GAAP performance measures and ratios, used in managing the business, may provide users of this

H.J. Heinz Company -

Sales Variance Analysis

2006*

2007*

2008

Q109

Q209

Q309

Q409

2009

Q110

Q210

Q310

Q410

2010

Total Heinz (Continuing Operations):

Volume

3.9%

0.8%

3.9%

5.4%

(0.9%)

(6.2%)

(1.9%)

(1.1%)

(3.9%)

(3.8%)

1.2%

1.6%

(1.3%)

Price

(0.1%)

2.2%

3.5%

5.3%

7.2%

8.1%

7.6%

7.1%

6.0%

4.6%

1.8%

1.0%

3.4%

Acquisition

5.0%

1.3%

0.7%

1.2%

2.5%

3.4%

2.0%

3.1%

2.9%

0.3%

2.3%

Divestiture

(1.2%)

(3.1%)

(0.8%)

0.0%

(0.2%)

(0.1%)

(0.2%)

(0.1%)

(0.2%)

0.0%

(0.1%)

Exchange

(1.4%)

2.8%

5.2%

4.1%

(3.2%)

(11.3%)

(13.9%)

(6.6%)

(9.0%)

(1.0%)

6.9%

5.5%

0.5%

Total Change in Net Sales

6.1%

3.9%

12.3%

15.5%

4.0%

(7.1%)

(5.0%)

1.3%

(4.0%)

2.9%

12.7%

8.3%

4.8%

Total Organic Growth (a)

3.8%

3.0%

7.4%

10.7%

6.3%

1.9%

5.7%

6.0%

2.1%

0.8%

3.0%

2.6%

2.1%

Q111

Q211

Q311

Q411

2011

Q112

Q212

Q312

Q412

2012**

Total Heinz (Continuing Operations):

Volume

2.5%

0.3%

0.5%

(0.3%)

0.7%

(0.7%)

(2.9%)

0.4%

1.5%

(0.3%)

Price

1.1%

0.6%

1.2%

1.9%

1.2%

3.8%

4.4%

4.2%

3.0%

3.8%

Acquisition

0.1%

1.2%

1.1%

0.6%

4.6%

5.0%

3.6%

3.1%

4.0%

Divestiture

0.0%

(0.6%)

(0.7%)

(0.5%)

Exchange

(2.1%)

(2.3%)

(1.4%)

3.3%

(0.5%)

7.2%

2.4%

(0.4%)

(1.3%)

1.8%

Total Change in Net Sales

1.6%

(1.2%)

1.5%

6.0%

2.0%

14.9%

8.3%

7.2%

5.6%

8.8%

Total Organic Growth (a)

3.6%

0.9%

1.7%

1.6%

1.9%

3.1%

1.5%

4.6%

4.5%

3.5%

The following table illustrates the components of the change in net sales versus the prior year.

H. J. Heinz Company

Sales Variance Analysis

(a) Organic sales growth is a non-GAAP measure that excludes the impact of foreign currency exchange rates and acquisitions/divestitures.

** Fiscal 2007 had one less week than Fiscal 2006

** Fiscal 2012 had 2 extra business days than Fiscal 2011

(Totals may not add due to rounding)

H. J. Heinz Company -

Continuing Operations, Excluding Special Items

2006

Earnings per share from continuing operations attributable to H.J. Heinz

Company- Reported

1.25

Separation, downsizing and integration

0.28

Net loss on disposals & impairments

0.14

Asset impairment charges for cost and equity investments

0.31

American jobs creation act

0.07

Earnings per share from continuing operations attributable to H.J. Heinz

Company excluding special items

2.06

(Totals may not add due to rounding)

H. J. Heinz Company

Continuing Operations, Excluding Special Items

H. J. Heinz Company -

Results Excluding Productivity Charges

The following tables reconcile the Company's reported results to results excluding charges for productivity

initiatives in the current year as presented in this presentation.

(amounts in thousands, except

per share data)

C=A-B

Charges for

Results Excluding

Reported

Productivity

Charges for

Results

Initiatives

Productivity Initiatives (1)

H.J. Heinz Company Net Income

$923,159

($162,874)

$1,086,033

Diluted EPS

$2.85

($0.50)

$3.35

After-Tax ROIC

16.8%

(2.4%)

19.2%

(1) Excludes charges associated with targeted workforce reductions, asset write-offs associated with factory

closures and other implementation costs in order to increase manufacturing effectiveness and accelerate

productivity on a global scale. Other implementation costs primarily include professional fees, contract termination

and relocation costs for the establishment of a European supply chain hub in the Netherlands and to improve

global manufacturing efficiencies.

(Totals may not add due to rounding)

H. J. Heinz Company

Results Excluding Charges for Productivity Initiatives

Fiscal Year Ended April 29, 2012

H.J. Heinz Company -

Operating Free Cash Flow

Total Company

(amounts in millions)

FY 2006 (2)(3)

FY 2007 (3)

FY 2008 (3)

FY 2009 (3)

FY 2010 (3)

FY 2011

FY 2012

Cash provided by operating activities

1,075.0

1,062.3

1,188.3

1,166.9

1,262.2

1,583.6

1,493.1

Capital expenditures

(230.6)

(244.6)

(301.6)

(292.1)

(277.6)

(335.6)

(418.7)

Proceeds from disposals of property, plant

and equipment

19.4

60.7

8.5

5.4

96.5

13.2

9.8

Operating Free Cash Flow

863.8

878.4

895.2

880.2

1,081.1

1,261.2

1,084.2

Cash for productivity initiatives

(1)

(121.9)

Operating Free Cash Flow excluding

special items

1,206.1

(1) Cash paid for productivity initiatives related to severance and other implementation costs and capital spending. Other implementation costs primarily include

professional fees, contract termination and relocation costs for the establishment of a European supply chain hub in the Netherlands

and to improve global manufacturing efficiencies.

(2) Includes amounts from the European seafood and Tegel® poultry businesses that were discontinued in Fiscal 2006.

(3) Includes amounts from the Kabobs business that was discontinued in the second quarter of Fiscal 2010 and the U.K. private label

frozen desserts and Appetizers And businesses which were discontinued in the third quarter of Fiscal 2010.

(Totals may not add due to rounding)

H. J. Heinz Company

Operating Free Cash Flow

Fiscal Year Ended