Kraft Heinz Amends Bylaws to Enhance Corporate Governance and Stockholder Procedures

Board Authority Over Meeting Schedule and Administration Enhanced

The amended bylaws grant the Board of Directors clarified authority to postpone, reschedule, or cancel previously scheduled annual or special stockholder meetings. This enhancement provides the Board with greater flexibility in managing the timing and logistics of shareholder gatherings. The revisions also expand the authority of the meeting chairperson—who may now be any director or officer, not limited to a specific officer title—to convene, recess, and adjourn stockholder meetings. These modifications modernize governance procedures while maintaining stockholder access to required meetings and voting opportunities.

The chairperson role modifications recognize that designated officers may not always be available or appropriate to preside over meetings. By permitting any director or officer to serve as chairperson, the bylaws provide operational flexibility while ensuring meetings are led by board-approved individuals. These changes align with practices at many similarly sized public companies and reduce potential administrative obstacles to meeting execution.

Quorum Requirements and Voting Standards Revised

Kraft Heinz modified its quorum definition to specify that a quorum consists of holders of a majority in voting power of outstanding capital stock entitled to vote, represented in person or by proxy. This clarification establishes a straightforward standard for determining whether a sufficient number of shares are present to conduct valid business. The amendment also revises provisions relating to adjourned meetings of stockholders, including adjustments to notice and record date requirements applicable when meetings are rescheduled or reconvened.

These modifications ensure that quorum calculations are transparent and consistent with shareholder voting structures. The updated notice and record date provisions for adjourned meetings reduce ambiguity about stockholder eligibility to vote following a meeting postponement, thereby protecting both the company's procedural integrity and shareholders' rights to participate in rescheduled meetings under clear, predetermined rules.

Stockholder Proposal and Director Nomination Procedures Substantially Enhanced

The amended bylaws significantly enhance procedural mechanics and disclosure requirements for stockholder proposals and director nominations. Stockholders submitting proposals or nominating directors must now provide substantially more detailed background information regarding the proposing or nominating stockholder, any beneficial owner on whose behalf the matter is submitted, any proposed nominee, and their respective affiliates or associates. This expanded disclosure must include information regarding derivative instruments, short positions, hedging transactions, and similar financial interests, as well as arrangements relating to dividend rights, distributions, and other agreements or understandings relating to the proposed matter.

Additionally, stockholders must update and supplement this information as of specified dates in advance of the meeting, ensuring that the Board and other shareholders have current information about the proposing party's financial stake and potential conflicts of interest. The bylaws also impose a limitation on the number of director nominees a stockholder may nominate, restricting the count to not exceed the number of directors to be elected at the applicable meeting. These provisions add related definitions and provisions addressing nomination timing following increases in Board size, creating a more comprehensive and transparent nomination process.

Proxy Duration Extended and Remote Participation Enabled

The bylaws extend the maximum duration for which a proxy instrument may remain valid from 11 months to three years. This extended timeframe provides shareholders with greater convenience by reducing the frequency with which proxy documents must be reissued or renewed for long-term investment arrangements. The change accommodates modern investment structures and reduces administrative burden for shareholders maintaining consistent voting arrangements over multi-year periods.

In conjunction with enhanced proxy flexibility, the amended bylaws now expressly provide for stockholder participation and voting by means of remote communication and electronic transmission. These provisions modernize meeting participation methods and reflect the operational reality that many shareholders and market participants now prefer or require virtual attendance capabilities. By codifying remote participation rights, the bylaws ensure that technological participation methods are formally recognized within the company's governance structure.

Delaware General Corporation Law Alignment and Technical Updates

Kraft Heinz updated numerous provisions to conform to the General Corporation Law of the State of Delaware, the jurisdiction under which the company is incorporated. These conforming changes address notice and waiver of notice procedures, the fixing of record dates for stockholder actions, stockholder action by written consent in lieu of a meeting, inspectors of election, and the availability of stockholder lists. By aligning bylaws with state law requirements and updates, the company ensures that governance procedures remain legally sound and consistent with Delaware corporate law expectations.

Notably, the bylaws deleted certain provisions previously requiring specific information in stockholder requests for Board action establishing record dates for written consent actions. This deletion simplifies the written consent process while maintaining statutory compliance. The amendments also clarify technical elements including the ability of any two authorized officers to sign share certificates and provisions enabling Board and committee actions by written consent or electronic transmission.

Exclusive Forum Designation for Securities Act Claims

The amended bylaws designate federal district courts of the United States as the exclusive forum for resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. This provision clarifies that securities law claims must be litigated in federal court rather than in state courts or alternative forums. Such exclusive forum designations have become increasingly common among public companies as a mechanism to centralize litigation and provide predictability regarding where securities-related disputes will be adjudicated.

The exclusive federal forum designation does not limit stockholders' substantive rights under the Securities Act or other applicable laws; rather, it specifies the venue for litigation of such claims. This procedural clarification can reduce costs and complexity associated with managing parallel proceedings in multiple jurisdictions and ensures consistent application of federal law principles by federal judges with securities law expertise.

Board and Committee Meeting Procedures Modernized

The bylaws revise provisions relating to meetings of the Board of Directors and its committees, including updates to quorum requirements and provisions permitting action by written consent or electronic transmission. These modifications enable the Board and committees to conduct business efficiently through contemporary communication methods while maintaining necessary quorum and notice protections. The enhanced flexibility in meeting procedures reflects modern corporate operations, where board members may be geographically dispersed and electronic communication is routine.

The quorum adjustments for Board and committee meetings establish clear standards for determining when sufficient directors are present to take valid action. By permitting written consent and electronic transmission, the bylaws accommodate urgent matters requiring Board attention between formal meetings and reduce the logistical challenges associated with convening in-person board sessions.

Implementation and Effective Date

The amended and restated bylaws became effective on July 22, 2026, the date the Board approved the amendments. This immediate effective date ensures that all stockholder communications, meeting notices, and governance procedures following the announcement date comply with the revised framework. The company did not disclose any transition period or grandfather provisions for actions taken prior to the effective date under the previous bylaws.

The full text of the amended and restated bylaws is attached to Kraft Heinz's disclosure as Exhibit 3.1. Investors, security holders, and market participants may review the complete bylaws document to understand detailed procedural provisions and technical changes beyond those summarized in the formal filing disclosure.

Investor Implications and Governance Transparency

These bylaw amendments reflect Kraft Heinz's commitment to governance modernization and enhanced procedural transparency. The expanded disclosure requirements for stockholder proposals and director nominations provide the Board, management, and other shareholders with more comprehensive information about the interests and potential conflicts of the parties submitting such matters. This transparency supports informed decision-making and enables shareholders to evaluate proposals and nominees with fuller understanding of proposing parties' financial stakes and relationships.

The immediate share price impact was not clear from available public information. Bylaw amendments typically do not produce direct market reactions unless they signal material changes in corporate control, shareholder rights, or financial policy. Investors should review the full amended bylaws and assess how the procedural changes may affect their ability to participate in governance matters and submit proposals or nominations in future periods.