Mondelez International Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders
$MDLZ
Packaged Foods
Consumer Staples
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 20, 2025
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act of 1934 (17 CFR 240.12b-2).
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Mondelēz International, Inc. Severance Plan for Key Executives
On May 20, 2025, in connection with a review of Mondelēz International, Inc.'s (the "Company") severance programs, the People and Compensation Committee of the Company (the “Committee”) approved the Mondelēz International, Inc. Severance Plan for Key Executives (the “Plan”). All of the Company’s officers as defined for purposes of Section 16 of the Securities Exchange Act of 1934, along with any other employees designated by the Committee, are eligible to participate in the Plan.
The Plan provides for the following severance benefits upon a termination without Cause or a resignation for Good Reason (each as defined in the Plan), subject to execution and non-revocation of a release of claims: (i) cash severance payment equal to 12 months of the participant’s base salary, (ii) (x) if such termination occurs after March 31st but before December 31st, a pro-rated target annual bonus, and (y) any unpaid annual bonus for the prior fiscal year based on actual performance, (iii) a cash health benefit stipend equal to 12 times the monthly employer portion of the group health plan premiums at the rate in effect prior to the participant’s termination, (iv) outplacement services for 12 months and a cash payment equal to one year of financial planning allowance and car allowance as provided to the participant immediately prior to the termination, (v) a cash payment equal to the amount of employer contributions that the participant forfeits under the Mondelēz Global LLC Thrift Plan (if any) and waiver of any repayment obligations of the participant with respect to any sign-on, relocation, or similar bonus, and (vi) pro-rated acceleration of unvested time-based equity awards held by the participant that were granted at least 181 days prior to the termination (with vested stock options remaining exercisable for 12 months following termination, or until the original full term, if less) and continued vesting of a pro-rated portion of unvested performance-based equity awards granted at least 181 days prior to the termination date subject to actual performance with respect to the applicable performance conditions. The Company’s Chief Executive Officer will receive the greater of each of the severance benefits described above and the comparable severance benefits provided for in his offer letter. For non-U.S. participants, the Plan provides that such participants will receive the greater of (x) the separation benefits described under clauses (i), (ii), and (vi) above, or (y) the comparable separation benefits under the laws of his or her home country or the Company’s local programs or policies, determined on an aggregate basis. Non-U.S. participants are not eligible to receive the separation benefits described under clauses (iii), (iv), and (v) above and will instead receive any comparable local benefits (if any).
The foregoing description of the Plan is qualified in its entirety by reference to the full text of the Plan, which the Company will file as an exhibit to its Quarterly Report on Form 10-Q for the period ending June 30, 2025.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 21, 2025, we held our annual meeting of shareholders. A total of 1,124,518,986 shares of our Class A Common Stock, or 86.8% of our outstanding shares of Class A Common Stock, were represented at the annual meeting. The final voting results for each of the matters submitted to a shareholder vote at the annual meeting are set forth below:
1. | Our shareholders elected 10 directors to each serve a one-year term until our 2026 annual meeting of shareholders or until his or her successor has been duly chosen and qualified, based on the following voting results: | |||||||||||||||||||||||||
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||||||||
| a. Ertharin Cousin | 997,588,535 | 11,094,146 | 3,199,444 | 112,636,860 | ||||||||||||||||||||||
| b. Cees ‘t Hart | 1,006,576,053 | 2,100,360 | 3,205,711 | 112,636,860 | ||||||||||||||||||||||
| c. Nancy McKinstry | 891,671,713 | 117,108,450 | 3,101,962 | 112,636,860 | ||||||||||||||||||||||
| d. Brian J. McNamara | 998,588,291 | 10,091,914 | 3,201,920 | 112,636,860 | ||||||||||||||||||||||
| e. Jorge S. Mesquita | 978,104,781 | 30,527,708 | 3,249,635 | 112,636,860 | ||||||||||||||||||||||
| f. Jane Hamilton Nielsen | 1,003,022,775 | 5,801,585 | 3,057,764 | 112,636,860 | ||||||||||||||||||||||
| g. Paula A. Price | 1,002,823,053 | 5,990,026 | 3,069,045 | 112,636,860 | ||||||||||||||||||||||
| h. Patrick T. Siewert | 964,776,052 | 43,921,805 | 3,184,268 | 112,636,860 | ||||||||||||||||||||||
| i. Michael A. Todman | 985,366,724 | 23,308,529 | 3,206,871 | 112,636,860 | ||||||||||||||||||||||
| j. Dirk Van de Put | 937,644,625 | 71,050,703 | 3,186,797 | 112,636,860 | ||||||||||||||||||||||
| 2. | Our shareholders approved on an advisory basis our named executive officer compensation, based on the following voting results: | |||||||
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 947,436,509 | 58,212,361 | 6,233,255 | 112,636,860 | |||||||||||||||||
| 3. | Our shareholders approved the Global Employee Stock Purchase Matching Plan, based on the following voting results: | |||||||
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 1,002,255,158 | 6,045,929 | 3,581,038 | 112,636,860 | |||||||||||||||||
| 4. | Our shareholders ratified the selection of PricewaterhouseCoopers LLP as our independent auditors for the fiscal year ending December 31, 2025, based on the following voting results: | |||||||
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 1,063,391,046 | 58,080,275 | 3,047,664 | 0 | |||||||||||||||||
| 5. | Our shareholders did not approve a shareholder proposal requesting an assessment of the company's supplier & partner code of conduct due diligence process, based on the following results: | |||||||
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 104,335,296 | 880,238,963 | 27,307,866 | 112,636,860 | |||||||||||||||||
| 6. | Our shareholders did not approve a shareholder proposal requesting a report on flexible plastic packaging, based on the following voting results: | |||||||
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 129,168,677 | 857,201,525 | 25,511,922 | 112,636,860 | |||||||||||||||||
| 7. | Our shareholders did not approve a shareholder proposal requesting a climate lobbying report, based on the following voting results: | |||||||
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 112,402,885 | 887,216,130 | 12,263,110 | 112,636,860 | |||||||||||||||||
| 8. | Our shareholders did not approve a shareholder proposal requesting a third-party report assessing effectiveness of implementation of human rights policy, based on the following voting results: | |||||||
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 129,438,060 | 856,523,301 | 25,920,763 | 112,636,860 | |||||||||||||||||
| 9. | Our shareholders did not approve a shareholder proposal requesting a report on recycled content claims, based on the following voting results: | |||||||
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 111,936,812 | 873,024,276 | 26,921,037 | 112,636,860 | |||||||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MONDELĒZ INTERNATIONAL, INC. | |||||
By: | /s/ Laura Stein | ||||
Name: | Laura Stein | ||||
Title: | Executive Vice President, Corporate & Legal Affairs, General Counsel and Corporate Secretary | ||||
Date: May 27, 2025