8-K 1 d949178d8k.htm FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 23, 2015
Kraft Foods Group, Inc.
(Exact name of registrant as specified in its charter)
Virginia 1-35491 36-3083135
(State or other jurisdiction of incorporation) (Commission
File Number) (IRS Employer
Three Lakes Drive, Northfield, IL 60093-2753
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code
(Former…show more content… In approving these make-whole payments, Kraft took into account the significant value delivered by the management team to Kraft shareholders fairly early in their tenure and the disproportionate effect of Section 280G and 4999 of the Code on executives with shorter tenures. Finally, Heinz has had discussions with certain members of Kraft senior management with respect to continuing roles with The Kraft Heinz Company following the Merger, including compensation arrangements for such roles, however, no such discussions or compensation arrangements have been concluded as of this date.
Item 8.01. Other Events.
The information set forth in Item 8.01 of this Form 8-K is being filed in part pursuant to a memorandum of understanding regarding the settlement of certain litigation relating to the Kraft Heinz Transaction.
As previously disclosed on pages 87 and 88 of the Definitive Proxy Statement, six lawsuits were filed in connection with the Kraft Heinz Transaction (four in the Eastern District of Virginia, one in Henrico County Circuit Court and one in the Northern District of Illinois) against Kraft, members of its Board of Directors, Heinz, Merger Sub I and Merger Sub II.
On June 23, 2015, Kraft entered into a