AUDITORS services to be provided, a request for pre-approval must be submitted by management to the Audit Committee for its consideration under the policy. Finally, in accordance with the pre-approval policy, the Audit Committee has delegated pre-approval authority to each of its members. Any member who exercises this authority must report any pre-approval decisions to the Audit Committee at its next meeting. Audit Committee Report TheAuditCommitteeiscomposedsolelyofindependentdirectorsmeetingtheapplicable requirements of the Nasdaq rules. The Audit Committee reviews the Company’s financial reporting process on behalf of the Board. Management has the primary responsibility for establishing and maintaining adequate internal control over financial reporting, for preparing the financial statements, and for the reporting process. The Audit Committee members do not serve as professional accountants orauditors,andtheirfunctionsarenotintendedtoduplicateortocertifytheactivitiesofmanagementandtheindependent registered public accounting firm. The Company’s independentauditorsareengagedtoauditandreportontheconformity of the Company’sfinancial statements to accounting principles generally accepted in the United States and the effectiveness of the Company’s internal control over financial reporting. In this context, the Audit Committee reviewed and discussed with management and the independent auditors the audited financial statements for the year ended December 31, 2021 (the “Audited Financial Statements”), management’s assessment of the effectiveness of the Company’s internal control over financial reporting, and the independent auditors’ evaluation of the Company’s system of internal control over financial reporting. The Audit Committee has discussed with Ernst & Young LLP, the Company’s independent auditors, the matters required to be discussed by applicable requirements of the Public CompanyAccountingOversightBoard(“PCAOB”)andtheSecuritiesandExchangeCommission.Inaddition,theAudit Committeehasreceivedthewritten disclosures and the letter from the independent auditors required by applicable requirements of the PCAOB regarding the independent auditors’ communications with the Audit Committee concerning independence, and has discussed with the independent auditors the independent auditors’ independence. Based upon the reviews and discussions referred to above, the Audit Committee recommended to the Board that the Audited Financial Statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, for filing with the Securities and Exchange Commission. TheAuditCommittee Keith B. Alexander Indra K. Nooyi WendellP.Weeks 2022ProxyStatement 21