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 20, 2009

PepsiCo, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

North Carolina	1-1183	13-1584302
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
700 Anderson Hill Road, Purchase, New York		10577
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 914-253-2000

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.

Shona L. Brown was elected as an independent member of PepsiCo, Inc.’s ("PepsiCo") Board of Directors on March 20, 2009, effective immediately. Ms. Brown was also appointed to serve on the Board’s Compensation Committee and Nominating and Corporate Governance Committee.

Upon joining the Board on March 20, 2009, Ms. Brown will receive the standard award for new non-employee directors under PepsiCo’s previously disclosed non-employee director compensation program. Under this program, Ms. Brown will receive a pro rated annual retainer of $75,000, an initial stock award of 1,000 shares of PepsiCo Common Stock and a number of phantom stock units determined by dividing $112,500 by the closing price of PepsiCo Common Stock on March 20, 2009. Each phantom stock unit is intended to be the economic equivalent of a share of PepsiCo Common Stock.

The information in Exhibit 99.1 is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 – Press Release Issued by PepsiCo, Inc. dated March 20, 2009.

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.

	PepsiCo, Inc.
March 20, 2009	By:	/s/ Thomas H. Tamoney, Jr.
		Name: Thomas H. Tamoney, Jr.
		Title: Senior Vice President, Deputy General Counsel and Assistant Secretary

Exhibit Index

Exhibit No.	Description
99.1	Press Release issued by PepsiCo, Inc., dated March 20, 2009.

EX-99.1

Exhibit 99.1

PepsiCo Announces Election of Shona L. Brown to its Board of Directors

PURCHASE, N.Y., March 20, 2009 – PepsiCo, Inc. (NYSE: PEP) announced the election of Shona L. Brown to its board of directors following today’s board meeting.

Ms. Brown, 42, is Senior Vice President, Business Operations of Google Inc., a position she has held since 2006. From 2003 to 2006 she served as Vice President, Business Operations of Google Inc., where she led internal business operations and people operations. From October 1995 to August 2003, Ms. Brown was at McKinsey & Company, a management consulting firm, where she had been a partner since December 2000.

Ms. Brown has a bachelor’s degree in computer systems engineering from Carleton University in Canada and a master’s degree in economics and philosophy from Oxford University as a Rhodes Scholar. She received her Ph.D. and postdoctoral degree from Stanford University’s Department of Industrial Engineering and Engineering Management. She is a director of the following non-profit organizations: San Francisco Jazz Organization, The Bridgespan Group, and the Exploratorium.

Ms. Brown’s election to the board is effective March 20, 2009, and she will participate as a member of the Board’s Compensation Committee and Nominating and Corporate Governance Committee.

The election of Ms. Brown to PepsiCo’s board brings the total number of independent directors to 11. In addition, the board has two inside directors, Indra Nooyi, the company’s chairman and chief executive officer and Mike White, vice chairman of PepsiCo and chief executive officer of PepsiCo International, for a total of 13 directors.

About PepsiCo

PepsiCo is one of the world’s largest food and beverage companies, with 2008 annual revenues of more than $43 billion. The company employs approximately 198,000 people worldwide, and its products are sold in approximately 200 countries. Its principal businesses include: Frito-Lay snacks, Pepsi-Cola beverages, Gatorade sports drinks, Tropicana juices and Quaker foods. The PepsiCo portfolio includes 18 brands that generate $1 billion or more each in annual retail sales. PepsiCo’s commitment to sustainable growth, defined as Performance with Purpose, is focused on generating healthy financial returns while giving back to communities the company serves. This includes meeting consumer needs for a spectrum of convenient foods and beverages, reducing the company’s impact on the environment through water, energy and packaging initiatives, and supporting its employees through a diverse and inclusive culture that recruits and retains world-class talent. PepsiCo is listed on the Dow Jones Sustainability North America Index and the Dow Jones Sustainability World Index. For more information, please visit www.pepsico.com.