The Shareholder Commons PO Box 7545 Wilmington, DE 19803 Frederick H. Alexander
[email protected] 302-593-0917 February 2, 2021 Via electronic mail Office of Chief Counsel Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: PepsiCo, Inc.; Shareholder Proposal of The John Bishop Montgomery Trust (John Chevedden) Securities Exchange Act of 1934 (“Exchange Act”)—Rule 14a-8 Ladies and Gentlemen: The John Bishop Montgomery Trust (the “Proponent”) is beneficial owner of common stock of PepsiCo, Inc. (the “Company”) and has submitted a shareholder proposal (the “Proposal”) to the Company. I have been asked by the Proponent to respond to the letter dated December 29, 2020 ("Company Letter") sent to the Securities and Exchange Commission (the “SEC”) by Elizabeth Ising (“Company Counsel”). In that letter, the Company contends that the Proposal may be excluded from the Company’s 2021 proxy statement. A copy of the Proposal is attached to this letter. Based on Proposal, as well as the letter sent by the Company, we respectfully submit that the Proposal must be included in the Company’s 2021 proxy materials and that it is not excludable under Rule 14a-8. A copy of this letter is being emailed concurrently to Company Counsel. ***FISMA & OMB Memorandum M-07-16 Office of Chief Counsel Division of Corporation Finance U.S. Securities and Exchange Commission Page 2 SUMMARY The Proposal requests a study of the external public health costs associated with the Company’s food and beverage business, and the manner in which such costs affect the vast majority of its shareholders who rely on overall market returns.