Kraft Heinz Updates Bylaws to Strengthen Corporate Governance and Stockholder Rights

Expanded Board Authority Over Meeting Scheduling and Administration

The revised bylaws clarify the Board of Directors’ authority to postpone, reschedule, or cancel annual or special stockholder meetings, granting greater flexibility in managing shareholder meeting logistics. Additionally, the meeting chairperson role is broadened to include any director or officer, rather than being limited to a specific officer title, allowing more operational adaptability while ensuring meetings are led by authorized individuals. These changes modernize governance while preserving shareholder access to meetings and voting.

Allowing any director or officer to serve as chairperson addresses situations where designated officers may be unavailable or unsuitable to preside, aligning with practices at similarly sized public companies and minimizing administrative challenges.

Updated Quorum and Voting Standards

Kraft Heinz refined its quorum definition to require holders of a majority in voting power of outstanding capital stock entitled to vote, present in person or by proxy, to conduct business. The amendments also revise notice and record date requirements for adjourned meetings, ensuring clarity on shareholder eligibility following postponements or reconvened meetings.

These updates promote transparency in quorum calculations consistent with shareholder voting rights and safeguard procedural integrity by defining clear rules for participation in rescheduled meetings.

Enhanced Procedures for Stockholder Proposals and Director Nominations

The amended bylaws impose stricter procedural and disclosure requirements for stockholder proposals and director nominations. Proposing stockholders must provide detailed background information about themselves, any beneficial owners, proposed nominees, and affiliates, including derivative instruments, short positions, hedging transactions, dividend rights, distributions, and related agreements.

Stockholders are required to update this information by specified dates before meetings, ensuring the Board and shareholders have current data on financial interests and potential conflicts. The bylaws also limit the number of director nominees a stockholder may submit to the number of directors up for election and introduce provisions addressing nomination timing after Board size changes, creating a more transparent nomination process.

Proxy Validity Extended and Remote Participation Formalized

The maximum proxy duration has been extended from 11 months to three years, offering shareholders convenience by reducing the need for frequent proxy renewals and accommodating long-term investment strategies. The bylaws also explicitly permit stockholder participation and voting via remote communication and electronic transmission, reflecting modern preferences for virtual meeting attendance and ensuring these methods are formally recognized.

Alignment with Delaware General Corporation Law and Technical Updates

Numerous provisions were updated to conform with Delaware General Corporation Law, including notice and waiver procedures, record date settings, stockholder actions by written consent, election inspectors, and stockholder list availability. The bylaws removed certain requirements for information in stockholder requests for Board action establishing record dates for written consent, simplifying the process while maintaining legal compliance.

Technical clarifications include allowing any two authorized officers to sign share certificates and enabling Board and committee actions by written consent or electronic means.

Exclusive Federal Forum for Securities Act Claims

The amended bylaws designate U.S. federal district courts as the exclusive forum for claims arising under the Securities Act of 1933. This ensures securities litigation is centralized in federal courts, promoting consistency and reducing the complexity and cost of parallel proceedings in multiple jurisdictions.

This forum selection does not restrict shareholders’ substantive rights but specifies the venue for litigation, enhancing predictability and leveraging federal judges’ expertise in securities law.

Modernized Board and Committee Meeting Procedures

Revisions to Board and committee meeting rules include updated quorum standards and provisions permitting actions by written consent or electronic transmission. These changes facilitate efficient governance operations amid geographically dispersed directors and routine electronic communication, while preserving quorum and notice safeguards.

Effective Date and Implementation

The amended and restated bylaws took effect immediately on July 22, 2026, coinciding with Board approval. All subsequent shareholder communications, meeting notices, and governance activities adhere to the updated framework. No transition or grandfathering provisions were disclosed for actions under prior bylaws.

The full amended bylaws are available as Exhibit 3.1 in Kraft Heinz’s disclosure for investor review.

Implications for Investors and Governance Transparency

These bylaw amendments demonstrate Kraft Heinz’s commitment to governance modernization and increased procedural transparency. Enhanced disclosure requirements for stockholder proposals and nominations provide comprehensive insights into the interests and potential conflicts of involved parties, supporting informed shareholder decision-making.

While no immediate share price impact was evident, investors should examine the full amended bylaws to understand how procedural changes may influence their participation in future governance activities.