8-KMaterial Agreements

Mondelez International, Inc. 8-K Report, Material Agreement (Jan 27, 2006)

Filed January 27, 2006For Securities:MDLZ

Summary

This 8-K filing from Kraft Foods Inc. (now Mondelez International, Inc.) on January 27, 2006, primarily announces the approval of the formula for determining 2006 annual incentive awards for executive officers. The awards will be based on a performance incentive pool calculated as 0.40% of the company's adjusted net earnings, with specific allocation formulas for the CEO and other covered officers, subject to a maximum individual award of $10 million. This filing aims to ensure that compensation paid to officers is structured to qualify for tax deductibility under Section 162(m) of the Internal Revenue Code, to the extent possible. Investors should note that this report provides preliminary details on the incentive compensation structure for the upcoming year. Further comprehensive information regarding executive compensation, including specific target award ranges and details on how 'adjusted net earnings' are calculated, will be disclosed in Kraft Foods' Proxy Statement expected in March 2006. The focus on performance-based metrics and tax deductibility indicates a structured approach to executive remuneration.

Key Highlights

  • 1Kraft Foods Inc. (now Mondelez International) approved the formula for 2006 annual incentive awards.
  • 2Awards are tied to a performance incentive pool calculated as 0.40% of adjusted net earnings.
  • 3The structure aims to comply with tax-deductibility requirements under Section 162(m) of the Internal Revenue Code.
  • 4The CEO's maximum award is set at one-third of the total performance incentive pool.
  • 5Remaining officers will share the other two-thirds of the pool.
  • 6Individual awards are capped at a maximum of $10 million.
  • 7More details on executive compensation will be provided in the March 2006 Proxy Statement.

Frequently Asked Questions

The main purpose of this filing is to announce the Compensation Committee's approval of the formula for determining 2006 annual incentive awards for executive officers, ensuring alignment with performance and tax regulations.

The awards will be determined based on a performance incentive pool that is 0.40% of the company's adjusted net earnings. The pool will then be allocated, with the CEO receiving up to one-third and other covered officers sharing the remainder, subject to individual award maximums.

'Adjusted net earnings' are defined as net earnings before extraordinary items, discontinued operations, and the cumulative effect of accounting changes, excluding certain other items designated by the Compensation Committee. Specific details on exclusions will be in the Proxy Statement.

Investors can expect more comprehensive details regarding executive compensation, including specific award targets and the full calculation of adjusted net earnings, in Kraft Foods' Proxy Statement for the 2006 Annual Meeting of Stockholders, which is expected to be filed in March 2006.