8-KShareholder Matters

Mondelez International, Inc. 8-K Report, Shareholder Vote Results (May 19, 2023)

Filed May 19, 2023For Securities:MDLZ

Summary

This 8-K filing from Mondelez International, Inc. reports the final voting results from its Annual Meeting of Shareholders held on May 17, 2022. The company's shareholders overwhelmingly approved the election of all nine director nominees for one-year terms and ratified the appointment of PricewaterhouseCoopers LLP as the independent auditor for 2023. Additionally, shareholders approved, on an advisory basis, the company's executive compensation and recommended holding such advisory votes annually. Importantly for investors, two shareholder proposals – one seeking an independent board chair and another regarding cage-free egg goals and child labor eradication in the cocoa supply chain – did not receive majority support. This indicates continued shareholder confidence in the current board structure and management's approach to these specific ESG initiatives, although it also highlights areas where shareholder advocacy remains.

Key Highlights

  • 1All nine director nominees were elected with strong support, ensuring continuity in board leadership.
  • 2Shareholders approved the company's executive compensation on an advisory basis, with a preference for annual "say-on-pay" votes.
  • 3PricewaterhouseCoopers LLP was ratified as the independent auditor for the fiscal year ending December 31, 2023.
  • 4A shareholder proposal to require an independent chair of the board was not approved.
  • 5A shareholder proposal seeking annual benchmarks for achieving the 2025 cage-free egg goal was not approved.
  • 6A shareholder proposal to adopt public targets for eradicating child labor in the cocoa supply chain was not approved.

Frequently Asked Questions

All nine director nominees for Mondelez International, Inc. were elected by shareholders to serve one-year terms until the 2024 annual meeting. The voting results for each nominee showed significant support, with 'For' votes substantially outweighing 'Against' and 'Abstain' votes.

Shareholders approved the company's named executive officer compensation on an advisory basis with a majority of 'For' votes. Furthermore, shareholders recommended that these advisory compensation votes be conducted every year.

Yes, three shareholder proposals did not receive majority approval. These proposals concerned requiring an independent chair of the board, publishing annual benchmarks for achieving the 2025 cage-free egg goal, and adopting public targets to eradicate child labor in the cocoa supply chain.

Yes, shareholders ratified the selection of PricewaterhouseCoopers LLP as Mondelez International, Inc.'s independent registered public accounting firm for the year ending December 31, 2023. This ratification received overwhelming support.