8-KLeadership ChangesCorporate ChangesExhibits & Filings

Mondelez International, Inc. 8-K Report, Executive Changes (Dec 13, 2007)

Filed December 13, 2007For Securities:MDLZ

Summary

This Form 8-K filing by Kraft Foods Inc. (prior to its rebranding as Mondelez International) on December 13, 2007, primarily concerns changes to its Board of Directors and corporate governance. The company announced an increase in the size of its Board from eleven to twelve members, accompanied by the appointment of two new directors: Myra M. Hart and Fredric G. Reynolds. These appointments bring diverse and extensive experience from academia, retail, and large corporate finance backgrounds to the Board. Concurrently, Louis C. Camilleri stepped down from the Board. The filing also details the committee assignments for the new directors, with Ms. Hart joining the Compensation and Nominating and Governance Committees, and Mr. Reynolds joining the Audit and Public Affairs Committees, effective February 1, 2008. The company confirmed no related party transactions exist with the new directors and that they will receive standard director compensation. This report indicates a strategic move to enhance board expertise and oversight.

Key Highlights

  • 1Kraft Foods Inc. expanded its Board of Directors from 11 to 12 members.
  • 2Myra M. Hart and Fredric G. Reynolds were appointed as new directors.
  • 3Louis C. Camilleri resigned from the Board of Directors.
  • 4Myra M. Hart will serve on the Compensation and Nominating and Governance Committees.
  • 5Fredric G. Reynolds will serve on the Audit and Public Affairs Committees.
  • 6New directors will receive standard compensation for non-employee directors.
  • 7The company confirmed no related person transactions with the newly appointed directors.

Frequently Asked Questions

Kraft Foods Inc. increased the size of its Board of Directors from eleven to twelve members to accommodate the appointment of two new directors, Myra M. Hart and Fredric G. Reynolds, likely to bring in new expertise and perspectives.

Myra M. Hart brings experience from Harvard Business School and as a founding member of Staples, Inc., with expertise in operations, strategic planning, and growth implementation. Fredric G. Reynolds has extensive financial leadership experience, having served as CFO for CBS Corporation, Viacom Inc., Westinghouse Electric Corporation, and PepsiCo Foods International.

The committee assignments for Myra M. Hart (Compensation and Nominating and Governance) and Fredric G. Reynolds (Audit and Public Affairs) are effective February 1, 2008.

The filing explicitly states that there are no related person transactions under Item 404(a) of Regulation S-K between Kraft Foods Inc. and either Myra M. Hart or Fredric G. Reynolds, indicating no disclosed conflicts of interest.