KHC DEF 14A Report ended March 27, 2020

(1)	Title of each class of securities to which transaction applies:

(2)	Aggregate number of securities to which transaction applies:

(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)	Proposed maximum aggregate value of transaction:

(5)	Total fee paid:

(1)	Amount Previously Paid:

(2)	Form, Schedule or Registration Statement No.:

(3)	Filing Party:

(4)	Date Filed:

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(i)	The maximum number of Common Shares subject to any award of stock options, SARs, restricted stock, RSUs, or other stock-based award to a participant in any fiscal year will be 2,000,000 Common Shares per type of award or in the aggregate;

(ii)	There are no annual individual share limitations applicable to awards of restricted stock, RSUs, or other stock-based awards for which the grant, vesting, or payment is not subject to the attainment of performance goals;

(iii)	The maximum aggregate amount of cash that may be paid pursuant to performance awards which may be granted under the 2020 Omnibus Plan and are settled in cash based on the fair market value (as defined

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(iv)	The maximum value of a cash payment made under a performance award (other than an award based on the fair market value (as defined below in the section entitled “- Options”) of Common Shares) which may be granted to any participant in any fiscal year will be $10,000,000.

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(i)	awards, whether or not vested, will be continued, assumed or have new rights substituted as determined by the Committee;

(ii)	the Committee, in its sole discretion, may provide for the purchase of any awards by Kraft Heinz or an affiliate for an amount of cash equal to the excess of the change in control price of the shares covered by such awards, over the aggregate exercise price of such awards; or

(iii)

if and to the extent that the approach chosen by the Committee results in an acceleration or potential acceleration of the exercise, vesting, or settlement of an award, the Committee may impose such conditions upon the exercise, vesting or settlement of such award as it determines. In addition, with respect to the vesting or exercisability of any award would otherwise be subject to the achievement of performance conditions, the portion of any such award that shall become fully vested and immediately exercisable shall be based on (a) actual performance through the date of the change in control as determined by the Committee or (b) if the Committee determines that measurements of actual performance cannot be reasonably assessed, the assumed achievement of target performance as determined by the Committee.

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•	honest and ethical conduct;

•	due care, diligence, and loyalty;

•	confidentiality of our proprietary information;

•	compliance with applicable laws, rules, and regulations, including insider trading compliance; and

•	accountability for adherence to the Directors Ethics Code and prompt internal reporting of violations.

•	Leadership Structure . We have an independent Chairman of the Board, separate from our Chief Executive Officer. No member of our management serves on the Board.

•	Executive Sessions . At each Board meeting, our directors meet without the Chief Executive Officer or any other members of management present to discuss issues important to Kraft Heinz, including any matters regarding management.

•	Special Meetings of the Board . Our Amended and Restated By-Laws (the “By-Laws”) allow the Chief Executive Officer, the Chairman, or a majority of directors then in office, or the Vice Chairman or the chair of any committee with the support of at least two other directors, to call special meetings of the Board.

•	Annual Performance Evaluation . The Governance Committee develops and oversees an annual evaluation process for the Board.

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•	Special Meetings of Stockholders . Our By-Laws allow stockholders of record of at least 20% of the voting power of our outstanding stock to call a special meeting of stockholders.

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Stockholder Action by Written Consent . Our Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) allows stockholder action by written consent if such consent is signed by stockholders holding not less than the minimum number of shares necessary to authorize such action at a meeting at which all shares of capital stock entitled to vote thereon were present and voted.

•	Majority Voting in Director Elections . Our By-Laws provide that in uncontested elections, director nominees must be elected by a majority of the votes cast.

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•	the commercial reasonableness of the transaction;

•	the materiality of the related person’s direct or indirect interest in the transaction;

•	whether the transaction may involve an actual, or the appearance of a, conflict of interest;

•	the impact of the transaction on the related person’s independence (as defined in the Guidelines and the Nasdaq listing standards); and

•	whether the transaction would violate any provision of our Directors Ethics Code or Code of Conduct.

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•	the integrity of our financial statements, our accounting and financial reporting processes, and our systems of internal control over financial reporting and safeguarding of our assets;

•	our compliance with legal and regulatory requirements;

•	our independent auditors’ retention, termination, qualifications, independence, and performance;

•	the performance of our internal auditors and internal audit function;

•	our financial matters and financial strategy; and

•	our guidelines and policies that govern the process by which we assess and manage risk.

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•	The integrity of Kraft Heinz’s financial statements and Kraft Heinz’s accounting and financial reporting processes and systems of internal control over financial reporting and safeguarding the Company’s assets;

•	Kraft Heinz’s compliance with legal and regulatory requirements;

•	Kraft Heinz’s independent auditors’ qualifications, independence, and performance;

•	The performance of Kraft Heinz’s internal auditors and the internal audit function;

•	Kraft Heinz’s financial matters and financial strategy; and

•	Kraft Heinz’s guidelines and policies with respect to risk assessment and risk management.

•	Preparing Kraft Heinz’s consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP);

•	Establishing and assessing effective financial reporting systems and internal controls and procedures; and

•	Reporting on the effectiveness of Kraft Heinz’s internal control over financial reporting.

•	Independently assessing management's system of internal controls and procedures; and

•	Reporting on the effectiveness of that system.

•	Auditing Kraft Heinz's financial statements;

•	Issuing an opinion about whether the financial statements conform with U.S. GAAP; and

•	Auditing the effectiveness of Kraft Heinz's internal control over financial reporting.

•	Discuss the quality of Kraft Heinz's accounting and financial reporting processes and the adequacy and effectiveness of its internal controls and procedures;

•	Review significant audit findings prepared by each of the independent auditors and internal audit department, together with management's responses; and

•	Review the overall scope and plans for the current audits by the internal audit department and the independent auditors.

•	Reviewed and discussed the audited financial statements with management;

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•	Discussed with the independent auditors the matters required to be discussed by the applicable requirements for the Public Company Accounting Oversight Board and the SEC;

•	Discussed with the independent auditors their evaluation of the accounting principles, practices, and judgments applied by management;

•	Discussed all other items the independent auditors are required to communicate to the Audit Committee in accordance with applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditors’ communications with the Audit Committee concerning independence;

•	Received from the independent auditors the written disclosures and the letter describing any relationships with Kraft Heinz that may bear on the independent auditors’ independence; and

•	Discussed with the independent auditors their independence from Kraft Heinz, including reviewing non-audit services and fees to assure compliance with (i) regulations prohibiting the independent auditors from performing specified services that could impair their independence and (ii) Kraft Heinz’s and the Audit Committee’s policies.

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•

“Audit Fees” include (a) the audit of our consolidated financial statements, including statutory audits of the financial statements of certain of our affiliates, and (b) the reviews of our unaudited condensed consolidated interim financial statements (quarterly financial statements). The decrease from 2018 to 2019 primarily related to prior year audit overruns associated with the procurement investigation, restatement, and impairment of goodwill and intangible assets.

•	“Audit-Related Fees” include professional services in connection with accounting consultations and procedures related to various other audit and special reports.

•	“Tax Fees” include professional services in connection with tax compliance and advice.

•	“All Other Fees” consist principally of software license fees related to research and benchmarking.

•	identifying qualified individuals for Board membership consistent with Board-approved criteria, including reviewing the qualifications of candidates for director suggested by Board members, stockholders, management, and others in accordance with such criteria;

•	considering incumbent directors’ performance and suitability in determining whether to recommend that our Board nominate them for re-election;

•	making recommendations to our Board as to nominees for election or re-election to the Board, candidates to be appointed to the Board as necessary to fill vacancies and newly-created directorships, and directors’ independence

•	establishing policies and procedures for the review, approval, and ratification of related person transactions, as defined in applicable SEC rules, and reviewing related person transactions and making recommendations to the Board as to the Committee's determination regarding such related party transactions;

•	recommending to our Board the appropriate size, function, needs, structure, and composition of our Board and its committees, including regarding the frequency and content of Board meetings;

•	recommending to our Board directors to serve as members of each committee and candidates to fill committee vacancies;

•	evaluating any Compensation Committee interlocks among Board members and executive officers;

•	monitoring directors' compliance with Kraft Heinz's stock ownership guidelines;

•	developing and recommending to our Board and overseeing an annual self-evaluation process for our Board and its committees;

•	overseeing Kraft Heinz's stockholder engagement program and make recommendations to our Board regarding its involvement in stockholder engagement;

•	overseeing and making recommendations to our Board regarding environmental, social, and governance matters relevant to Kraft Heinz's business, including company policies, activities, and opportunities;

•	administering and reviewing the Directors Ethics Code and recommending changes to the Board; and

•	advising our Board on corporate governance matters, including developing and recommending to our Board corporate governance guidelines.

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establishing, reviewing, approving, and administering our compensation and benefits policies generally (subject, if required by applicable law, stock exchange requirements, or our charter documents, to stockholder approval), including establishing, reviewing, and making recommendations with respect to any incentive-compensation and equity-based plans of the Company that are subject to Board approval;

•	assessing the appropriateness and competitiveness of our executive compensation programs;

•	reviewing and approving our Chief Executive Officer’s goals and objectives, evaluating his performance in light of these goals and objectives and, based upon this evaluation, determining both the elements and amounts of his compensation, including perquisites;

•	reviewing management’s recommendations for, and determining and approving the compensation of, our executive officers and other officers subject to Section 16(a) of the Exchange Act;

•	determining annual incentive compensation, equity awards, and other long-term incentive awards granted under our equity and long-term incentive plans to eligible participants;

•	making recommendations to the Board with respect to incentive plans requiring stockholder approval, and approving eligibility for and the design of executive compensation programs implemented under stockholder-approved plans;

•	reviewing our compensation policies and practices for employees, including executive and non-executive officers, as they relate to our risk management practices and risk-taking incentives;

•	overseeing and reviewing the development of executive succession plans, evaluating and making recommendations to the Board regarding potential Chief Executive Officer candidates, and reviewing candidates to fulfill other senior executive positions;

•	monitoring compliance with stock ownership guidelines;

•	assessing the appropriateness of, and advising our Board regarding, the compensation of non-employee directors for service on our Board and its committees;

•	reviewing and discussing with management our say on pay voting results (including recommending to the Board any action Kraft Heinz should take in respond to the results of such advisory vote), as well as preparing and approving the CD&A and the committee’s report to stockholders for inclusion in our annual report and proxy statement;

•	overseeing Kraft Heinz's strategies and policies related to key human resources policies and practices including with respect to matters such as diversity and inclusion, workplace environment and culture, and talent development and retention; and

•	reviewing and approving the implementation and execution of clawback policies that allow Kraft Heinz to recoup compensation paid to executive officers and other employees.

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•	achieve a balance of short- and long-term performance aligned with key stakeholder interests;

•	discourage executives from taking unnecessary or excessive risks that would threaten the reputation and sustainability of Kraft Heinz; and

•	encourage appropriate assumption of risk to the extent necessary for competitive advantage purposes.

•	our corporate strategy, performance, and annual capital plan, as well as certain individual capital projects;

•	the impact of external developments and factors, such as any changes in economic and market conditions, competition in the industry, environmental and safety regulations, federal, state and local regulations and technology, on our corporate strategy and its execution;

•	identification of prospects and opportunities for corporate developments and growth initiatives, including acquisitions, divestitures, joint ventures, and strategic alliances; and

•	implementation of our corporate strategy through corporate developments and growth initiatives, including acquisitions, divestitures, joint ventures, and strategic alliances.

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•	Directors are elected annually, by a majority of the votes cast in uncontested elections, and there is a resignation policy;

•	The Board has had an independent Chairman since July 2015;

•	No member of our management serves on the Board;

•	A substantial majority of the Board consists of independent directors, and only independent directors serve on the Audit Committee, Compensation Committee, and Governance Committee;

•	The Governance Committee develops and oversees an annual evaluation process for the Board;

•	Our By-Laws allow stockholders of record of at least 20% of the voting power of our outstanding stock to call a special meeting of stockholders;

•	Our Certificate allows stockholder action by written consent if such consent is signed by stockholders holding not less than the minimum number of shares necessary to authorize such action at a meeting at which all shares of capital stock entitled to vote thereon were present and voted; and

•	The Board includes a range of tenures in order to balance fresh perspectives with in-depth experience and knowledge about the Company.

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(1)	If a director serves as Chair of multiple committees, he or she receives fees for only one committee. Therefore, Mr. Behring does not receive a retainer for service as Chair of the Governance Committee.

(2)	Effective June 5, 2019, the Board established the Operations and Strategy Committee to assist it in overseeing and facilitating the development and implementation of our ongoing operations and corporate strategy. The Operations and Strategy Committee is led by Mr. Cahill, Vice Chairman of the Board.

(3)	Directors are awarded Kraft Heinz deferred shares. Although the deferred shares are vested as of the award date, the shares are not distributed until six months following the date the director ceases to serve on our Board. When dividends are paid on our common stock, we accrue the value of the dividend paid and issue shares equal to the accrued value six months after the director’s departure.

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(1)	Includes all retainer fees paid or deferred pursuant to the Kraft Heinz Deferred Compensation Plan for Non-Management Directors. Directors do not receive meeting fees.

(2)

The amounts shown in this column represent the full grant date fair value of the deferred stock awards granted in 2019, excluding any retainer fees deferred in exchange for shares, as computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 based on the closing price of Kraft Heinz shares on the grant date ($29.03 on September 12, 2019). The following table shows the aggregate number of stock options held by current and former directors as of December 28, 2019:

(4)

Mr. Cahill provided advisory and consulting services to Kraft Heinz related to then-current and historical finances, relationships with licensors, customers, vendors, employee matters, product development, marketing and distribution, government affairs, and strategic opportunities. These services were provided pursuant to a consulting agreement entered into between Mr. Cahill and the Company in November 2017. Mr. Cahill's advisory and consulting arrangement terminated on July 1, 2019. These services under the consulting agreement were distinct and separate from his duties as a director. Payments to Mr. Cahill under the consulting agreement are disclosed in the "All Other Compensation" column. For a discussion of the advisory and consulting services provided by Mr. Cahill to Kraft Heinz, please see "Corporate Governance and Board Matters—Independence and Related Person Transactions—Consulting Agreement."

(5)

As noted above, Mr. Zoghbi is an employee of Kraft Heinz and serves as Special Advisor. Beginning in 2019, he received compensation for his services as a director, including a partial year retainer of $55,000 and a deferred stock award with a full grant date fair value of $125,003. For a discussion of Mr. Zoghbi's compensation arrangement, please see "Corporate Governance and Board Matters—Independence and Related Person Transactions—Compensation Arrangement."

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•	Rewarding financial and operational performance;

•	Placing a significant portion of compensation at risk if performance goals are not achieved;

•	Aligning the interests of the NEOs with those of our stockholders; and

•	Enabling us to attract, retain, and motivate top talent to deliver the turnaround.

•	An award of restricted stock units having a value of $15,000,000 as of the grant date. The restricted stock units vest with respect to 50% of the award on the second anniversary of the grant date, 25% on the third anniversary of the grant date, and 25% on the fourth anniversary of the grant date, subject to Mr. Patricio’s continued employment with the Company.

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An award of performance share units having a value of $20,000,000 that have the same service-based vesting schedule as the restricted stock unit award described above. These performance share units are eligible to be earned over a two-year performance period based on the Company's achievement of financial performance metrics tied to Adjusted EBITDA and cash conversion performance for the period beginning in June 2019 and ending June 2021.

•	An award of performance share units that are scheduled to vest on the third anniversary of the grant date based on continued employment with the Company and the Company's achievement of stock price appreciation

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(1)	In June 2019, Mr. Hees stepped down as CEO and Mr. Patricio became our CEO. In connection with his employment by the Company, Mr. Patricio purchased $20,000,000 of the Company’s common stock at the market price on August 16, 2019, which Mr. Patricio has agreed to hold for four years from the date of purchase.

(2)	For Mr. Hees, the amount shown in this column includes accrued vacation paid out pursuant to his separation agreement.

(3)

The 2019 amounts shown in this column include the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, of (i) Matching RSUs, (ii) PSUs, and (iii) RSUs granted to the NEOs. For a discussion of the assumptions made in the valuation of the awards in this column, see Note 11, Employees’ Stock Incentive Plans , in the section entitled Notes to Consolidated Financial Statements , in Item 8, Financial Statements and Supplementary Data in our Annual Report on Form 10-K for the year ended December 28, 2019. For the 2019 PSUs (other than Mr. Patricio's PSU grant based on stock appreciation), the performance metric was approved by the Compensation Committee on December 9, 2019. For the 2019 PSUs, if the maximum performance level is achieved, the amounts that would be received with respect to the 2019 performance shares calculated as of the grant date are as follows: Mr. Patricio, $25,746,189, Mr. Basilio, $6,618,668, Mr. Knopf, $1,103,121 (which were forfeited), Mr. Oliveira, $4,412,455, Ms. La Lande, $2,757,788, and Ms. Barton, $3,309,334. Under our Bonus Swap Program, the Matching RSUs for the NEOs were calculated as the product of the calculated gross bonus and the swap election percentage, divided by the closing price reported on the Nasdaq on the date of purchase. For a discussion of the terms applicable to the Matching RSUs, PSUs, and RSUs as well as vesting, forfeiture, and other terms, see “Elements of Compensation Program” in the CD&A.

(4)

The 2017 and 2018 amounts shown in this column include the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, of (i) Matching RSUs, (ii) PSUs, and (iii) RSUs granted to the NEOs. As of December 28, 2019, due to the performance of our business, the expected payout of the 2017 and 2018 PSUs was determined to be zero. Of the amounts shown in 2017 and 2018 for each NEO, PSUs represent $17,838,582 for Mr. Hees in 2018, $11,892,369 for Mr. Basilio in 2018, $2,618,398 and $4,162,349 for Mr. Knopf in 2017 and 2018, respectively, $5,946,213 for Mr. Oliveira in 2018, and $1,486,582 for Ms. La Lande in 2018. Mr. Hees forfeited his 2017 and 2018 RSUs and 2018 PSUs pursuant to his separation agreement and Mr. Knopf forfeited his 2017 and 2018 RSUs and PSUs pursuant to his separation agreement.

(5)	The 2019 amounts shown in this column reflect compensation earned for 2019 performance under our PBP. The bonuses were paid in cash to each NEO after the end of 2019.

(6)

The 2018 amounts shown in this column reflect compensation earned for 2018 performance under our PBP. Consistent with our pay for performance philosophy, due to the difficult operating environment in 2018 and the Company’s financial performance, Messrs. Hees, Knopf, and Basilio asked to forfeit their rights to the amounts payable pursuant to the PBP with respect to fiscal year 2018 and the Committee approved their forfeitures. The bonuses were paid in cash to each other NEO after the end of 2018.

(7)	Mr. Knopf’s 2019 stock awards were forfeited pursuant to his separation agreement.

(8)	Foreign currency conversion based on daily average for calendar year 2019. Mr. Oliveira’s base salary is paid in British pounds. The amounts shown in the table above are based on the following 12-month average exchange rate: British pounds (.7839 USD/GBP).

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(9)	The following table sets forth a detailed breakdown of the items which comprise “All Other Compensation” for 2019.

(a)	For Mr. Oliveira, the amounts shown include a matching contribution to the UK contribution scheme.

(b)	For Mr. Hees, the amounts shown include the reimbursement of costs associated with the sale of Mr. Hees' house due to his job transfer to Chicago in 2017 pursuant to his relocation offer. Mr. Hees' house was sold in 2019.

(c)	For Mr. Patricio, the amounts shown include a commuting stipend. For Ms. La Lande, the amounts shown include a commuting and housing stipend.

(d)	For Mr. Patricio, the amounts shown include his base salary as an Advisor to the CEO from May 2019 to June 2019.

(e)	For Mr. Knopf, the amounts shown also include $500,000 relating to the payment of a retention bonus.

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(1)

For Messrs. Patricio, Basilio and Knopf, and Ms. La Lande, the PBP is based 70% on global Adjusted Net Income and 30% on NSV, which has a combined Threshold assumption of 15% and Maximum assumption of 144%. Threshold amounts also assume a minimum individual MBO Score of 7%, while Target amounts assume an individual MBO score of 100% and Maximum amounts assume an individual MBO Score of 115%. The actual payment would be based on achievement of individual and financial performance goals. Annual incentive award payments were made in cash to each NEO after the end of 2019 based on actual results achieved. Actual amounts earned are reflected in the Summary Compensation Table under Non-Equity Incentive Plan Compensation.

(2)	For Mr. Hees, the PBP is based upon a pro-rata payment of his annual bonus assuming performance at 85%, both with respect to the metrics related to Kraft Heinz’s financial performance (i.e., the “Financial Multiplier”) and Mr. Hees’ MBOs (i.e., the “Individual Rating”).

(3)	As a result of Mr. Knopf’s separation on December 31, 2019, all equity awards granted in 2019 were forfeited.

(4)

For Mr. Oliveira, the EMEA Zone PBP is based 70% on EMEA Segment Adjusted EBITDA and 30% on EMEA NSV, which has a combined Threshold assumption of 4.5% and Maximum assumption of 144%. Threshold amounts also assume a minimum individual MBO Score of 7%, while Target amounts assume an individual MBO score of 100% and Maximum amounts assume an individual MBO Score of 115%. Mr. Oliveira’s actual payment is based on achievement of individual goals and will receive a weighting on financial performance split by 70% of the EMEA Zone metrics plus 30% of the global metrics. Annual incentive award payments were made in cash to each NEO after the end of 2019 based on actual results achieved. Actual amounts earned are reflected in the Summary Compensation Table under Non-Equity Incentive Plan Compensation.

(5)

For Ms. Barton, the Canada Zone PBP has a weight of 45% and is based 70% on Canada Segment Adjusted EBITDA and 30% on Canada NSV and the Digital Growth PBP has a weight of 55% and is based 70% on Digital Growth Adjusted EBITDA and 30% on Digital Growth NSV, which has a combined Threshold assumption of 4.5% and Maximum assumption of 144%. Threshold amounts also assume a minimum individual MBO Score of 7%, while Target amounts assume an individual MBO score of 100% and Maximum amounts assume an individual MBO Score of 115%. Ms. Barton’s actual payment is based on achievement of individual goals and would receive a weighting on financial performance split by 70% of the Canada and Digital Growth metrics plus 30% of the global metrics. Annual incentive award payments were made in cash to each NEO after the end of 2019 based on actual results achieved. Actual amounts earned are reflected in the Summary Compensation Table under Non-Equity Incentive Plan Compensation.

(6)

The PSUs granted on August 16, 2019 were granted under the 2016 Omnibus Incentive Plan. The performance metric was approved by the Compensation Committee on December 9, 2019. The target number of shares shown in the table reflects the number of shares of common stock that will be earned if each of the performance metrics are achieved at target levels by June 2021. Actual shares awarded will vest 50% on the

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(7)

Subject to the terms and conditions of the applicable award agreement, these performance stock units are scheduled to vest on the third anniversary of the date of grant based on the Company's stock appreciation target. The stock appreciation metric is defined using the highest average closing price over 30 consecutive trading days during a three-year period from the grant date. The number of performance stock units granted and the specific stock appreciation targets follow three specific ranges: (i) 200,000 performance stock units if the stock price is between $45 per share and $49.99 per share; (ii) 400,000 shares if the stock price is between $50 per share and $54.99 per share; and (iii) 600,000 shares if the stock price is above $55 per share.

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(2)	The market value of the shares that have not vested is based on the closing price of $31.62 for Kraft Heinz common stock on December 27, 2019, the last trading day of our fiscal year, as reported on Nasdaq.

(3)	100% of these awards are scheduled to vest on August 20, 2020.

(4)	100% of these awards vested on February 12, 2020, and they are scheduled to expire on February 12, 2025. Options and exercise price reflect the conversion in connection with the 2015 Merger.

(5)	100% of these awards vested on February 14, 2019, and they are scheduled to expire on February 14, 2024. Options and exercise price reflect the conversion in connection with the 2015 Merger.

(6)	100% of these awards vested on July 1, 2018, and they are scheduled to expire on July 1, 2023. Options and exercise price reflect the conversion in connection with the 2015 Merger.

(7)	100% of the award is scheduled to vest on March 1, 2022.

(8)

As of December 28, 2019, due to the performance of our business, the expected payout of the PSUs was determined to be zero. The shares reported in these rows represent potentially issuable shares under the PSU award granted on March 1, 2017, which cliff vest on March 1, 2022. The PSUs represent the right to receive a variable number of Kraft Heinz shares based on Kraft Heinz’s actual performance during a defined performance period. As of December 28, 2019, 80% of the performance target was not achieved. If 80% of the target is achieved in 2020, participant will receive 65% of the underlying shares and if 80% of the performance target is achieved in 2021, the participant will receive 60% of the underlying shares. The number of shares reported in this row is based on threshold performance. Dividend equivalents do not accrue on the PSUs. If the participant is terminated prior to March 1, 2020, he or she will forfeit the entire award. The PSUs will vest as earned on March 1, 2022. Mr. Knopf forfeited his 2017 PSUs pursuant to his separation agreement.

(9)	100% of the award is scheduled to vest on March 1, 2021.

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(1)

For Mr. Hees, the number of shares acquired on vesting represents (i) 60% of the Matching RSU award shares on March 1, 2016 (11,203), (ii) 40% of the Matching RSU award shares on March 1, 2017 (11,946), and (iii) dividends accrued on these RSUs (2,731). The value realized on vesting is based upon the closing stock price of $31.04 on last trading day prior to Mr. Hees’ separation date of June 28, 2019.

(2)	For Mr. Knopf, the number of shares acquired on vesting represents (i) 60% of the Matching RSU award shares on March 1, 2016 (525), (ii) 40% of the Matching RSU award shares on March 1, 2017 (941), and (iii) dividends accrued on these RSUs (211). The value realized on vesting is based upon the closing stock price of $32.13 on last trading day prior to Knopf’s separation date of December 31, 2019.

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(1)

No enhanced severance is provided on a termination in connection with a change in control. Kraft Heinz does not have a specified Change in Control Plan for executives, and treatment is determined by the plan agreements and local regulations applicable to each employee. Our Severance Pay Plan generally provides for 12 months of base salary with a signed release of claims. The Severance Pay Plan would also include Company-paid COBRA for U.S.-based employees for the severance period and outplacement services.

(2)	Relates to termination due to death, disability, or normal retirement.

(3)

As of the last day of 2019, in the event of a termination without cause or due to retirement, death, or disability, stock options vest as if 20% of the options vested on each annual anniversary date of the specific grant. Amounts reflect the intrinsic value of shares underlying options that would vest, calculated as the difference between $31.62, the closing price of Kraft Heinz common stock on December 27, 2019 (the last trading day of our fiscal year, as reported on Nasdaq), and the exercise price of the options. Amounts also include the vesting of Matching RSUs granted in 2016 and 2017 at a pro rata rate of 20% of the RSUs as if they vested on each annual anniversary date of the grant. The 2018 RSUs and Matching RSUs are not presented in this table because no pro rata vesting would occur if such event occurs prior to the second anniversary of the grant.

(4)	Amount reflects 12 months of medical and dental benefit coverage continuation under COBRA, less the executive premium contribution.

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(1)	Individual directors and executive officers as well as all directors and executive officers as a group beneficially own less than 1% of our issued and outstanding common stock as of March 9, 2020.

(2)	Includes the number of Kraft Heinz stock options that are exercisable, or will become exercisable, within 60 days after March 9, 2020 as follows: Mr. Abel—22,166; Mr. Behring—44,333; Mr. Cahill—633,017; Mr. Lemann—22,166; Mr. Zoghbi—80,799; and all of our current executive officers as a group—783,842.

(3)	Includes RSUs and deferred shares held in the stock deferral plan under the Kraft Heinz Deferred Compensation Plan for Non-Management Directors. These shares accumulate dividends, which are reinvested in common stock. For a description of these deferred shares, see “Compensation of Non-Employee Directors” above.

(4)	Mr. Cahill’s holdings include 148,321 shares of Common Stock held in grantor retained annuity trusts.

(5)	This group includes, in addition to the individuals named in the table, Carlos Abrams-Rivera, Bruno Keller, and Flavio Torres who collectively have 23,094 beneficially owned shares and exercisable stock options.

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(1)	Calculated based on 1,221,756,844 shares of our issued and outstanding common stock as of March 9, 2020.

(2)

Based on the Schedule 13G/A filed on February 14, 2020 by (i) 3G Global Food Holdings LP, a Cayman Islands limited partnership, (ii) 3G Global Food Holdings GP LP, a Cayman Islands limited partnership (“3G Global Food Holdings GP”), (iii) 3G Capital Partners II LP, a Cayman Islands limited partnership (“3G Capital Partners II”), (iv) 3G Capital Partners Ltd., a Cayman Islands exempted company (“3G Capital Partners Ltd”), and (v) 3G Capital Partners LP, a Cayman Islands limited partnership (“3G Capital Partners LP” and, together with 3G Global Food Holdings, 3G Global Food Holdings GP, 3G Capital Partners II and 3G Capital Partners LP, the “3G Funds”). According to the Schedule 13G/A filing, the 3G Funds own dispositive power over an aggregate of 245,028,716 shares of Kraft Heinz common stock. As a result of the relationships described above under “Corporate Governance and Board Matters — Independence and Related Person Transactions,” Berkshire Hathaway, Mr. Buffett and the 3G Funds may be deemed to be a group for purposes of Section 13(d) of the Exchange Act and therefore may be deemed to hold 570,470,868 shares of Kraft Heinz common stock.

(3)

Based on the Schedule 13G/A filed on February 14, 2020 by Warren E. Buffett and Berkshire Hathaway. As a result of the relationships described above under “Corporate Governance and Board Matters—Independence and Related Person Transactions,” Berkshire Hathaway, Mr. Buffett and the 3G Funds may be deemed to be a group for purposes of Section 13(d) of the Exchange Act and therefore may be deemed to hold 570,470,868 shares of Kraft Heinz common stock.

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•	directly with our transfer agent, Equiniti Trust Company (registered stockholders); and

•	indirectly through an account with an institutional or nominee holder of our stock such as a broker or bank who is the record holder of the stock (beneficial stockholder or stockholder in street name).

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•	via the Internet at www.proxyvote.com . The Internet voting system will be available until 11:59 p.m. EDT on May 6, 2020;

•	by telephone. If you are located within the United States and Canada, call 1-800-690-6903 (toll-free) from a touch-tone telephone. The telephone voting system will be available until 11:59 p.m. EDT on May 6, 2020;

•	by returning a properly executed proxy card. We must receive your proxy card before the polls close at the Annual Meeting on Thursday, May 7, 2020; or

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•	in person at the Annual Meeting. Please refer to Question 18 below for information regarding attendance at the Annual Meeting.

•	via the Internet at www.proxyvote.com (16-digit control number is required), by telephone at 1-800-454-8683 or by returning a properly executed voting instruction form by mail, depending upon the method(s) your broker, bank, or other nominee makes available; or

•	in person at the Annual Meeting. To do so, you must request a legal proxy from your broker, bank, or other nominee and present it at the Annual Meeting. Please refer to Question 18 below for information regarding attendance at the Annual Meeting.

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•	earnings per share;

•	net earnings;

•	operating income;

•	gross income;

•	net income (before or after taxes);

•	cash flow (including free cash flow, operating cash flow and cash flow return on investment);

•	gross profit;

•	profit before taxes;

•	operating profit;

•	gross profit return on investment;

•	gross margin return on investment;

•	gross margin;

•	operating margin;

•	working capital;

•	earnings before interest and taxes;

•	earnings before interest, tax, depreciation and amortization (EBITDA);

•	adjusted EBITDA;

•	net income before depreciation and amortization, interest expense, net, loss on early extinguishment of debt, and income tax expense, and excluding the impact of share-based compensation, other operating income (expense), net, and any other identified costs associated with nonrecurring projects;

•	earnings ratios;

•	return on equity;

•	return on assets or net assets;

•	return on capital;

•	return on invested capital;

•	net revenues;

•	gross revenues;

•	revenue growth or product revenue growth;

•	annual recurring revenues;

•	recurring revenues;

•	license revenues;

•	sales, net sales, or market share (in the aggregate or by segment);

•	reduction in costs;

•	total shareholder return;

•	economic value added;

•	customers or customer growth;

•	inventory turnover;

•	receivable turnover;

•	financial return ratios;

•	customer satisfaction surveys;

•	productivity;

•

specified objectives with regard to limiting the level of increase in all or a portion of the Company’s bank debt or that of any of its Affiliates or other long-term or short-term public or private debt or other similar financial obligations of the Company or any of its Affiliates, which may be calculated net of cash balances and/or other offsets and adjustments as may be established by the Committee in its sole discretion;

•	improvement in or attainment of expense levels or working capital levels;

•	the fair market value of a Share;

•	Share price (including, but not limited to, growth in Share price);

•	comparisons with various stock market indices;

•	product unit and pricing targets;

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•	level or amount of acquisitions;

•	enterprise value;

•	book, economic book or intrinsic book value (including book value per share);

•	leverage ratio;

•	credit rating;

•	implementation or completion of critical projects;

•	the growth in the value of an investment in the Share assuming the reinvestment of dividends;

•	reduction in operating and/or other expenses;

•	days sales outstanding;

•	operational, safety and/or quality metrics measured by the Company or any of its Affiliates; or

•	Product innovation.

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