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): April 13, 2017
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective April 18, 2017 and in connection with other organizational changes, Roberto Marques no longer serves as our Executive Vice President and President, North America. Timothy P. Cofer, Executive Vice President and Chief Growth Officer, will serve as Interim President of the North American business, in addition to his current role.
Item 7.01. Regulation FD Disclosure.
On April 18, 2017, we issued a press release regarding the events disclosed in Item 5.02 of this Current Report on Form 10-K. As part of that press release, we also reaffirmed our financial outlook for 2017. A copy of the related press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
This information, including Exhibit 99.1, will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, and it will not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits
| (d) | The following exhibit is being furnished with this Current Report on Form 8-K. |
| Exhibit Number |
Description | |
| 99.1 | Mondelēz International, Inc. Press Release, dated April 18, 2017. | |
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: April 18, 2017
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | Mondelēz International, Inc. Press Release, dated April 18, 2017. | |
Exhibit 99.1
| Contacts: | Michael Mitchell (Media) | Shep Dunlap (Investors) | ||||||
| +1-847-943-5678 | +1-847-943-5454 | |||||||
| news@mdlz.com | ir@mdlz.com |
Mondelēz International Changes
North American Leadership
| • | Roberto Marques to leave the company |
| • | Tim Cofer assumes interim leadership of the North American region |
DEERFIELD, Ill. – April 18, 2017 – Mondelēz International today announced that Roberto Marques, EVP and President, North America, will leave the company. Tim Cofer, Chief Growth Officer, will serve as Interim President of the North American business, in addition to his current role spearheading the company’s global growth strategy, while Mondelēz International recruits a permanent successor to lead the region.
“Over the past two years under Roberto Marques’ leadership, the North American team has been executing a large transformation, which has resulted in significant progress on our margin agenda, while stepping up our participation in growth areas such as Well-being, broader channel penetration, especially in eCommerce, as well as entering the U.S. Chocolate market,” said Irene Rosenfeld, Chairman and CEO. “We appreciate Roberto’s many contributions and wish him well in his future endeavors.”
In his 25 years with the company, Cofer has led the company’s regions in Europe, Asia Pacific and Eastern Europe, Middle East and Africa, progressing our margin agenda, expanding market shares and driving long-term profitable growth. In addition, Cofer previously led two legacy Kraft North American businesses, Oscar Mayer and Kraft Pizza Company.
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“Tim Cofer is our most experienced commercial leader with deep region leadership experience across both developed and emerging markets. We have considerable competitive advantages in North America, including our strong margin profile, iconic brands, solid innovation pipeline and strong Direct-Store-Delivery muscle,” said Rosenfeld. “We are very fortunate to have an experienced leader like Tim to take on the additional responsibility of leading North America, while also continuing to architect our global growth agenda.”
“While mobilizing our enterprise growth agenda remains a top priority for both me and the company, I’m looking forward to leading the North America business on an interim basis and working with the team to capitalize on the potential of our business in the U.S. and Canada” said Cofer.
Marques will work with Cofer over the next few weeks to ensure a smooth transition.
Executives of Mondelēz International recently provided an update on the company’s strategic plans during a presentation at the Consumer Analysts Group of New York conference. The detailed plan to expand margins and accelerate revenue growth includes contemporizing the company’s core business, innovating to expand into new consumer need states and geographies, and ensuring that our brands are available whenever and wherever people shop.
The company reaffirmed its financial outlook for 2017 and will release its first quarter financial results on Tuesday, May 2, as previously announced.
About Mondelēz International
Mondelēz International, Inc. (NASDAQ:MDLZ) is building the best snacking company in the world, with 2016 net revenues of approximately $26 billion. Creating more moments of joy in approximately 165 countries, Mondelēz International is a world leader in biscuits, chocolate, gum, candy and powdered beverages, featuring global Power Brands such as Oreo and belVita biscuits; Cadbury Dairy Milk and Milka chocolate; and Trident gum. 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 the company on Twitter at www.twitter.com/MDLZ.
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Forward-Looking Statements
This press release contains a number of forward-looking statements. Words, and variations of words, such as “will,” “expect,” “outlook” and similar expressions are intended to identify the company’s forward-looking statements, including, but not limited to, statements about: the company’s future performance and its 2017 outlook. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the company’s control, which could cause its actual results to differ materially from those indicated in its forward-looking statements. Such factors include, but are not limited to, risks from operating globally including in emerging markets; changes in currency exchange rates, controls and restrictions; continued volatility of commodity and other input costs; weakness in economic conditions; weakness in consumer spending; pricing actions; unanticipated disruptions to the company’s business; competition; the restructuring program and the company’s other transformation initiatives not yielding the anticipated benefits; changes in the assumptions on which the restructuring program is based; and tax law changes. Please also see the company’s risk factors, as they may be amended from time to time, set forth in the company’s filings with the SEC, including its most recently filed Annual Report on Form 10-K. Mondelēz International disclaims and does not undertake any obligation to update or revise any forward-looking statement in this press release, except as required by applicable law or regulation.
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