8-KShareholder Matters

Mondelez International, Inc. 8-K Report, Shareholder Vote Results (May 17, 2017)

Filed May 17, 2017For Securities:MDLZ

Summary

This 8-K filing from Mondelez International, Inc. (MDLZ) details the outcomes of their Annual Meeting of Shareholders held on May 17, 2017. The primary focus of the report is the voting results on several key proposals, including the election of directors, ratification of independent auditors, and advisory votes on executive compensation and its frequency. A significant majority of outstanding shares were represented, indicating strong shareholder engagement. The company's board and independent auditor were overwhelmingly approved, reflecting shareholder confidence in management and oversight. Notably, shareholders voted in favor of holding annual advisory votes on executive compensation, a decision the Board of Directors has agreed to implement. Conversely, two shareholder proposals concerning non-recyclable packaging and the impact of plant closures did not receive majority approval. These results provide insight into shareholder priorities and the company's governance practices.

Key Highlights

  • 113 directors were elected to serve a one-year term, with strong support across all nominees.
  • 2PricewaterhouseCoopers LLP was ratified as the independent auditor for the year ending December 31, 2017, with overwhelming shareholder approval.
  • 3Shareholders approved, on an advisory basis, the company's named executive officer compensation.
  • 4A majority of shareholders recommended that executive compensation votes be held annually, a recommendation the Board of Directors accepted.
  • 5Two shareholder proposals, one regarding non-recyclable packaging and another concerning the impact of plant closures, did not receive majority approval.
  • 6A significant portion of outstanding Class A Common Stock (81.84%) was represented at the meeting, demonstrating substantial shareholder participation.

Frequently Asked Questions

The main outcomes included the election of 13 directors, the ratification of PricewaterhouseCoopers LLP as independent auditors, and advisory votes on executive compensation and its frequency. Shareholders also voted on two specific proposals, which did not pass.

Shareholders approved the company's named executive officer compensation on an advisory basis with a significant majority. Additionally, they recommended holding future advisory votes on executive compensation every year, a recommendation the Board of Directors has agreed to follow.

No, the shareholder proposal regarding a report on non-recyclable packaging and the proposal for a committee to report on the impact of plant closures did not receive majority approval from shareholders.

A total of 1,247,726,349 shares of Class A Common Stock, representing 81.84% of the outstanding shares, were present in person or by proxy at the annual meeting.