8-KShareholder Matters

Mondelez International, Inc. 8-K Report, Shareholder Vote Results (May 18, 2016)

Filed May 18, 2016For Securities:MDLZ

Summary

Mondelēz International, Inc. (MDLZ) filed an 8-K on May 18, 2016, detailing the results of its annual shareholder meeting held on May 17, 2016. The meeting saw strong shareholder participation, with 84.3% of outstanding Class A common stock represented. Key outcomes include the election of all 13 proposed directors to serve one-year terms and the advisory approval of named executive officer compensation. Shareholders also ratified the appointment of PricewaterhouseCoopers LLP as the independent auditor for the fiscal year ending December 31, 2016. Conversely, several shareholder proposals did not receive approval. These included proposals related to a report on packaging, the vesting of equity awards in a change in control scenario, and a policy on mediation. The overwhelming 'against' votes on these proposals indicate a divergence in opinion between management and a portion of its shareholders on these specific governance and operational matters.

Key Highlights

  • 1All 13 nominated directors were elected to serve until the 2017 annual meeting.
  • 2Shareholders approved named executive officer compensation on an advisory basis.
  • 3PricewaterhouseCoopers LLP was ratified as the independent auditor for the fiscal year ending December 31, 2016.
  • 4A shareholder proposal requesting a report on packaging was not approved.
  • 5A shareholder proposal concerning equity award vesting in a change of control event did not pass.
  • 6A shareholder proposal for a policy on mediation was also not approved.
  • 7A significant majority of outstanding shares (84.3%) were represented at the annual meeting, indicating strong shareholder engagement.

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