Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On April 1, 2022, the Board of Directors (the "Board") of Keurig Dr Pepper Inc.
(the "Company" or "Keurig") approved a succession plan pursuant to which Robert
J. Gamgort will transition from his position as President and Chief Executive
Officer of the Company effective as of July 29, 2022 (the "Transition Date").
Mr. Gamgort will continue to serve as Executive Chairman of the Board through
July 26, 2024.
The Board has appointed Ozan Dokmecioglu, currently the Company's Chief
Financial Officer and President, International, to the role of President and
Chief Executive Officer effective as of the Transition Date. The information
required by Items 401(b), (d), (e) of Regulation S-K with respect to
Mr. Dokmecioglu is included in the Company's annual proxy statement filed with
the U.S. Securities and Exchange Commission on April 30, 2021, and is hereby
incorporated by reference herein. There are no related party transactions
between Mr. Dokmecioglu and the Company reportable under Item 5.02 of Form 8-K
and Item 404(a) of Regulation S-K.
Mr. Gamgort's Letter Agreement
In connection with his transition, the Company entered into a letter agreement
with Mr. Gamgort on April 5, 2022 (the "Letter Agreement") with an employment
term commencing on the Transition Date and ending on July 26, 2024 (the "Term").
Pursuant to the Letter Agreement, Mr. Gamgort will receive an annual base salary
of $1,000,000 and will be eligible to receive an annual bonus at a target level
of 100% of his base salary. Mr. Gamgort will also be granted a long-term
incentive award on or around the Transition Date with a grant date value of
$5,000,000 in the form of restricted stock units ("RSUs") that will fully vest
at the end of the Term, subject to his continued employment and other vesting
conditions.
Mr. Gamgort commits in the Letter Agreement that he will continue to hold, and
not sell, at least 50% of the number of shares of the Company's common stock
that he holds as of April 5, 2022 through the end of the Term. Mr. Gamgort
further commits that, during the Term, he will (i) not engage in any other
business, profession or occupation for compensation or which would conflict or
interfere with his duties as Executive Chairman, and (ii) serve on no more than
one other public company board of directors in addition to the Company.
The foregoing summary of the Letter Agreement does not purport to be complete
and is subject to, and qualified in its entirety by, the full text of the Letter
Agreement, a copy of which is filed as Exhibit 10.1 hereto.
Compensatory Arrangements with Mr. Dokmecioglu
In connection with his appointment as President and Chief Executive Officer,
effective as of the Transition Date, Mr. Dokmecioglu will receive an annual base
salary of $1,250,000 and will be eligible to receive an annual bonus at a target
level of 150% of his base salary. He will be granted two long-term incentive
awards: (i) in September 2022, an award of RSUs with a grant date value of
$900,000, which will vest 60% on the third anniversary of the date of grant and
20% on each of the fourth and fifth anniversaries of the date of grant, and
(ii) on or around the Transition Date, an award of RSUs with a grant date value
of $14,000,000, which RSUs will vest in one-third installments on each of the
third, fourth and fifth anniversaries of the date of grant, subject to his
continued employment, maintenance of shareholdings at an amount equal to the
award, and other vesting conditions.
Item 7.01 Regulation FD Disclosure.
A copy of the Company's news release announcing the succession plan has been
furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in the press release is being furnished, not filed, pursuant to
Item 7.01. Accordingly, the information in the press release will not be
incorporated by reference into any registration statement filed by the Company
under the Securities Act of 1933, as amended, unless specifically identified
therein as being incorporated therein by reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Letter Agreement by and between the Company and Robert J.
Gamgort dated April 5, 2022.
99.1 Press Release issued April 5, 2022.
104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document.
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KEURIG DR PEPPER INC. 
