8-KLeadership Changes

Mondelez International, Inc. 8-K Report, Executive Changes (Aug 31, 2012)

Filed August 31, 2012For Securities:MDLZ

Summary

This Form 8-K filing from Kraft Foods Inc. (pre-Mondelez International, Inc.) announces significant executive compensation adjustments for two key leaders in anticipation of the planned spin-off of its North American grocery business into Kraft Foods Group, Inc. The report details changes to the base salary, annual incentive plan, and long-term incentive awards for W. Anthony Vernon, who will become CEO of the spun-off Kraft Foods Group, and Sanjay Khosla, who will continue to lead the growth portfolio for the remaining Kraft Foods Inc. (which would become Mondelez International). These compensation changes underscore the strategic importance of these executives in navigating the upcoming corporate restructuring and driving future growth for their respective entities. Investors should note that these adjustments are directly tied to the spin-off event and the redefined roles and responsibilities of these individuals within the new corporate structure.

Key Highlights

  • 1W. Anthony Vernon's compensation was increased in anticipation of his role as CEO of the spun-off Kraft Foods Group, Inc.
  • 2Sanjay Khosla's compensation was adjusted to reflect his ongoing critical role in leading Kraft Foods Inc.'s growth portfolio.
  • 3Vernon's new compensation includes a base salary of $1,000,000, with target annual and long-term incentives starting in January 2013.
  • 4Khosla's new compensation includes a base salary of $825,000 and a target annual incentive, with long-term incentives effective January 1, 2013.
  • 5These changes are effective in connection with the previously announced spin-off of Kraft Foods Inc.'s North American grocery business.
  • 6The filing confirms the separation of the North American grocery business into a distinct entity, Kraft Foods Group, Inc.

Frequently Asked Questions

The main purpose of this 8-K filing is to disclose changes in executive compensation for key personnel, W. Anthony Vernon and Sanjay Khosla, in connection with the planned spin-off of Kraft Foods Inc.'s North American grocery business.

W. Anthony Vernon is the current Executive Vice President and President of Kraft Foods North America. Following the spin-off, he will resign from his position with Kraft Foods Inc. and become the Chief Executive Officer of the newly formed Kraft Foods Group, Inc.

Sanjay Khosla is the Executive Vice President and President of Developing Markets for Kraft Foods Inc. After the spin-off, he will resign from Kraft Foods Group, Inc. and continue to play an important role in leading the growth portfolio of the remaining Kraft Foods Inc. entity (which would become Mondelez International).

The base salary adjustments for both executives are effective as of the spin-off date. However, the target annual and long-term incentive plan awards for Mr. Vernon are effective January 1, 2013, while Mr. Khosla's target long-term incentive award is also effective January 1, 2013, with his annual incentive effective as of the spin-off date.