TL;DR Governance changes grant PepsiCo board access and registration rights tied to conversion economics and ownership levels. The Series B Certificate explicitly links PepsiCo's board designation rights to as-converted share ownership thresholds and limits the number of designees as ownership changes or upon termination events. The company increased board size and appointed Michael Del Pozzo as a designee, who will serve until the 2026 annual meeting and will not receive compensation for board service. Indemnification arrangements for the new director are confirmed. These provisions materially affect board composition and investor governance dynamics.