8-KMaterial Agreements

Mondelez International, Inc. 8-K Report, Material Agreement (Mar 2, 2006)

Filed March 2, 2006For Securities:MDLZ

Summary

This Form 8-K filing from Kraft Foods Inc. (predecessor to Mondelez International, Inc., though the filing still uses the Kraft Foods name) on March 2, 2006, primarily details adjustments to executive and non-employee director compensation. Key changes include a new formula for 2007 restricted stock awards for named executive officers, tied to a performance incentive pool based on 1.0% of adjusted net earnings. This aims to ensure tax deductibility under Section 162(m) of the IRS code, with individual awards capped at one million shares. The filing also announces an increase in compensation for non-employee directors, effective March 1, 2006. This includes higher annual retainers for directors and committee chairs, and an enhanced restricted stock award value for directors, increasing from $100,000 to $115,000. These changes reflect the company's ongoing efforts to align compensation with performance and attract/retain qualified board members.

Key Highlights

  • 1Kraft Foods Inc. (the registrant) is reporting on compensation changes for its executive officers and non-employee directors.
  • 2A new formula for 2007 restricted stock awards to named executive officers was approved, based on 1.0% of adjusted net earnings.
  • 3The executive compensation structure aims to qualify for tax deductibility under Section 162(m) of the Internal Revenue Code.
  • 4Individual restricted stock awards for executives are capped at one million shares.
  • 5Annual retainer for non-employee directors increased from $35,000 to $40,000.
  • 6Annual retainer for non-employee director Committee chairs increased from $5,000 to $10,000.
  • 7Restricted stock (or deferred stock) awards for non-employee directors increased in fair market value from $100,000 to $115,000, beginning in 2006.

Frequently Asked Questions

The main purpose of this 8-K filing is to disclose material changes to the compensation arrangements for Kraft Foods Inc.'s named executive officers and non-employee directors, specifically concerning restricted stock awards and director retainers.

For 2007, the maximum award amounts for restricted stock to named executive officers will be determined by a performance incentive pool, calculated as 1.0% of the company's adjusted net earnings. Individual awards are also subject to a cap of one million shares.

Effective March 1, 2006, non-employee directors will receive an increased annual retainer ($40,000 from $35,000), and committee chairs will receive a higher annual retainer ($10,000 from $5,000). Additionally, beginning in 2006, each non-employee director will receive restricted stock valued at $115,000 on the grant date, up from $100,000 previously.

Yes, the company states that the formula for determining the maximum award amounts for restricted stock awards is designed to qualify, to the extent possible, as tax-deductible compensation for the named executive officers, subject to the limitations of Section 162(m) of the Internal Revenue Code.