UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 21, 2014
MONDELĒZ INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
| Virginia | 1-16483 | 52-2284372 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
Three Parkway North, Deerfield, Illinois 60015
(Address of principal executive offices, including zip code)
(847) 943-4000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 21, 2014, Mondelēz International, Inc. increased the size of our Board of Directors (the “Board”) from 12 to 13 members and appointed Joseph Neubauer to the Board effective as of the close of business on November 21, 2014. The Board has not yet determined to which committees it will appoint Mr. Neubauer.
Mr. Neubauer will receive the same compensation and indemnification as our other non-employee directors. The compensation program is described in our Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 1, 2014. The form of indemnification agreement is an exhibit to our Annual Report on Form 10-K filed with the SEC on March 3, 2014.
There are no transactions between Mr. Neubauer and us that would be reportable under Item 404(a) of Regulation S-K.
A copy of our press release regarding these events is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
| (d) | The following exhibit is being filed with this Current Report on Form 8-K. |
| Exhibit |
Description | |
| 99.1 | Mondelēz International, Inc. Press Release, dated November 24, 2014. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MONDELĒZ INTERNATIONAL, INC. | ||
| By: | /s/ Carol J. Ward | |
| Name: | Carol J. Ward | |
| Title: | Vice President and Corporate Secretary | |
Date: November 24, 2014
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Mondelēz International, Inc. Press Release, dated November 24, 2014. | |
Exhibit 99.1
| Contacts: | Michael Mitchell (Media) | Dexter Congbalay (Investors) | ||
| +1-847-943-5678 | +1-847-943-5454 | |||
| news@mdlz.com | ir@mdlz.com |
Mondelēz International Names Joseph Neubauer
to Board of Directors
DEERFIELD, Ill. – Nov. 24, 2014 – Mondelēz International announced today that it will add Joseph Neubauer to its Board of Directors. Neubauer, 73, is Chairman of the Board at Aramark, a leading global provider of professional services.
“Joe is an outstanding addition to our Board of highly engaged, world-class leaders,” said Irene Rosenfeld, Chairman and CEO. “He brings tremendous financial acumen, a global perspective and a wealth of experience driving operational excellence in complex organizations. We welcome his input as we continue to create value for our shareholders.”
Neubauer joined Aramark in 1979 as Executive Vice President of Finance and Development, CFO and a member of the Board of Directors. He was elected President in 1981, CEO in 1983 and Chairman in 1984. He served as Aramark’s Chairman and CEO until 2012.
Prior to Aramark, Neubauer held senior positions with PepsiCo, Inc. from 1971 to 1979, including Senior Vice President of PepsiCo’s Wilson Sporting Goods Division and Vice President and Treasurer of the parent company, PepsiCo, Inc. From 1965 to 1971, he was with the Chase Manhattan Bank, serving in several capacities from Assistant Treasurer to Vice President of Commercial Lending.
Neubauer serves on the Board of Directors of Macy’s Inc. He was inducted into the prestigious Horatio Alger Association of Distinguished Americans in 1994 and currently serves that organization as Immediate Past Chairman. Neubauer received his undergraduate degree from Tufts University and his MBA from the University of Chicago.
About Mondelēz International
Mondelēz International, Inc. (NASDAQ: MDLZ) is a global snacking powerhouse, with 2013 revenue of $35 billion. Creating delicious moments of joy in 165 countries, Mondelēz International is a world leader in biscuits, chocolate, gum, candy, coffee and powdered beverages, with billion-dollar brands such as Oreo, LU and Nabisco biscuits; Cadbury, Cadbury Dairy Milk and Milka chocolate; Trident gum; Jacobs coffee and Tang powdered beverages. Mondelēz International is a proud member of the Standard and Poor’s 500, NASDAQ 100 and Dow Jones Sustainability Index. Visit www.mondelezinternational.com or follow us on Twitter at www.twitter.com/MDLZ.
