ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

H. J. Heinz Company ("Heinz" or the "Company") today announced that C. Scott O'Hara, Executive Vice President and President & Chief Executive Officer of Heinz North America, is no longer a corporate officer of Heinz or any of its subsidiaries. However, the Company expects that he will continue to be a Heinz employee and will be available to consult with the Company until his separation from service effective August 1, 2012.

A copy of the press release dated June 26, 2012 announcing the departure of Mr. O'Hara is attached hereto as Exhibit 99.

ITEM 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number
(Referenced to
Item 601 of
Regulation S-K) Description of Exhibit
99.1 Press Release dated June 26, 2012

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