8-KLeadership ChangesShareholder Matters

Mondelez International, Inc. 8-K Report, Executive Changes (May 27, 2025)

Filed May 27, 2025For Securities:MDLZ

Summary

Mondelēz International, Inc. (MDLZ) has filed an 8-K report detailing the approval of a new "Mondelēz International, Inc. Severance Plan for Key Executives" and the results of its annual shareholder meeting. The new severance plan, effective May 20, 2025, outlines benefits for eligible officers and designated employees upon termination without Cause or resignation for Good Reason. Benefits include cash severance, pro-rated bonuses, health benefit stipends, outplacement services, financial and car allowances, and equity award acceleration. This plan aims to provide a consistent framework for executive departures, with specific provisions for the CEO and non-U.S. participants. The annual shareholder meeting, held on May 21, 2025, saw strong shareholder support for the election of all 10 directors, the approval of named executive officer compensation on an advisory basis, and the ratification of PricewaterhouseCoopers LLP as the independent auditor. Shareholders also approved the Global Employee Stock Purchase Matching Plan. Conversely, several shareholder proposals, including those related to supplier code of conduct due diligence, flexible plastic packaging, climate lobbying, human rights policy implementation, and recycled content claims, did not receive majority approval.

Key Highlights

  • 1Mondelēz International, Inc. has established a new 'Severance Plan for Key Executives' to provide benefits upon termination without Cause or resignation for Good Reason.
  • 2The severance plan includes provisions for cash severance, pro-rated bonuses, health benefits, outplacement services, financial/car allowances, and equity acceleration.
  • 3Specific severance benefit calculations are detailed, with enhanced terms for the CEO and adjusted benefits for non-U.S. participants.
  • 4All 10 incumbent directors were re-elected to serve until the 2026 annual meeting.
  • 5Shareholders approved the company's executive compensation on an advisory basis.
  • 6The Global Employee Stock Purchase Matching Plan was approved by shareholders.
  • 7Several shareholder proposals, focusing on ESG-related matters, did not receive majority approval.

Frequently Asked Questions