Summary
Kraft Foods Inc. (now Mondelez International) filed an 8-K on November 7, 2007, announcing key changes to its Board of Directors and a significant agreement with Trian Partners. The company expanded its board to eleven members with the appointment of Lois D. Juliber, a retired consumer products executive, and Frank G. Zarb, a managing director at a private equity firm with extensive experience in financial markets. These appointments are a direct result of discussions and a new standstill agreement with Trian Partners, a significant shareholder. The standstill agreement signifies a period of cooperation, wherein Trian Partners has agreed to support the company's full slate of director nominees at the next two annual meetings. In exchange, Kraft Foods has confirmed its intention to appoint these two directors, who were supported by Trian Partners. This development suggests a resolution to potential governance concerns and aims to foster a more stable relationship between the company and a key activist investor.
Key Highlights
- 1Kraft Foods Inc. appointed two new directors, Lois D. Juliber and Frank G. Zarb, expanding the Board to eleven members.
- 2Lois D. Juliber brings extensive experience from her tenure as Vice Chairman and COO of Colgate-Palmolive Company.
- 3Frank G. Zarb is a Managing Director at Hellman & Friedman LLC with a background in leading financial organizations like NASD and The Nasdaq Stock Market.
- 4A standstill agreement was signed between Kraft Foods Inc. and Trian Fund Management, L.P. (Trian Partners).
- 5Trian Partners agreed to support the Board's full slate of nominees at the next two annual meetings as part of the agreement.
- 6The company confirmed its intention to appoint Ms. Juliber and Mr. Zarb, who were supported by Trian Partners.
- 7The company's Amended and Restated By-laws were amended to reflect the increase in board size from nine to eleven members.