8-KShareholder MattersCorporate ChangesExhibits & Filings

Mondelez International, Inc. 8-K Report, Bylaw Amendment (May 24, 2012)

Filed May 24, 2012For Securities:MDLZ

Summary

This Form 8-K filing from Kraft Foods Inc. on May 23, 2012, primarily reports on key corporate actions and outcomes from their annual shareholder meeting. A significant event is the amendment of the company's bylaws to transition to uncertificated shares, effective June 15, 2012, which is a procedural step indicating modernization of share management. The filing also details the voting results from the annual meeting, notably the approval of a name change to Mondelēz International, Inc. and the ratification of PricewaterhouseCoopers LLP as the independent auditor. Shareholders re-elected all eleven directors and approved executive compensation on an advisory basis. However, several shareholder proposals related to sustainability reporting (forestry, extended producer responsibility, and lobbying) did not receive majority support.

Key Highlights

  • 1Kraft Foods Inc. announced its intention to change its name to Mondelēz International, Inc., pending shareholder approval, which was subsequently passed at the annual meeting.
  • 2The company's Amended and Restated By-Laws were amended to implement uncertificated shares, effective June 15, 2012.
  • 3All eleven incumbent directors were re-elected for a one-year term.
  • 4Shareholders provided advisory approval for the compensation of named executive officers.
  • 5PricewaterhouseCoopers LLP was ratified as the independent auditor for the fiscal year ending December 31, 2012.
  • 6Shareholder proposals concerning sustainable forestry reports, extended producer responsibility, and lobbying reports failed to pass.
  • 7A high percentage of outstanding shares (83.4%) were represented at the annual meeting, indicating strong shareholder engagement.

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