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): August 6, 2013
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) | (Zip Code) |
Registrant’s Telephone number, including area code: (847) 943-4000
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 8.01. | Other Events. |
On August 7, 2013, Mondelez International, Inc. announced that our Audit Committee, with authorization from our Board of Directors, approved an increase in our share repurchase program. Pursuant to the program, we may repurchase, from time to time, up to $6.0 billion of our Class A Common Stock through December 31, 2016. The shares may be repurchased in one or more open market transactions, privately negotiated transactions or a combination of the foregoing.
A copy of the press release is being filed as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) The following exhibit is being filed with this Current Report on Form 8-K.
| Exhibit Number |
Description | |
| 99.1 | Mondelēz International, Inc. Press Release, dated August 7, 2013. | |
SIGNATURE
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. | ||||||
| Date: August 7, 2013 | ||||||
| /s/ David A. Brearton | ||||||
| Name: | David A. Brearton | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||
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 Increases Share Repurchase
Authorization to $6 Billion; Increases Dividend by 8%
DEERFIELD, Ill. – Aug. 7, 2013 – Mondelez International, Inc. announced today that its Board of Directors approved an increase in the company’s share repurchase authorization and an increase in its quarterly dividend.
“The Board’s actions reflect confidence in our future, our balance sheet strength and our commitment to create value for shareholders,” said Irene Rosenfeld, Chairman and CEO. “We believe that the combination of strong top-line growth in emerging markets, double-digit EPS gains, higher dividends and a substantial increase in share buybacks creates a highly attractive mix that will deliver superior shareholder returns.”
The Board of Directors approved a significant increase in the company’s current share repurchase program. The company is now authorized to repurchase up to $6 billion of Mondelēz International Class A Common Stock through 2016, up from $1.2 billion under the previous authorization. The company expects to purchase $1-2 billion annually. Repurchases will be subject to market conditions and other factors.
The Board also declared a regular quarterly dividend of $0.14 per common share of Class A stock, an increase of $0.01 per share, or 8 percent. The dividend is payable on Oct. 15, 2013, to stockholders of record as of Sept. 30, 2013. This is the first increase in the company’s dividend since 2008.
About Mondelēz International
Mondelēz International, Inc. (NASDAQ: MDLZ) is a global snacking powerhouse, with 2012 revenue of $35 billion. Creating delicious moments of joy in 165 countries, Mondelēz International is a world leader in chocolate, biscuits, gum, candy, coffee and powdered beverages, with billion-dollar brands such as Cadbury, Cadbury Dairy Milk and Milka chocolate, Jacobs coffee, LU, Nabisco and Oreo biscuits, Tang powdered beverages 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 and www.facebook.com/mondelezinternational.
Forward-Looking Statements
This press release contains a number of forward-looking statements. Words, and variations of words, such as “future,” “commitment,” “growth,” “gains,” “deliver,” “expect” and similar expressions are intended to identify our forward-looking statements, including, but not limited to, statements about: creating value for shareholders, shareholder returns, and future dividends and share repurchases. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control, which could cause our actual results to differ materially from those indicated in our forward-looking statements. Such factors include, but are not limited to, continued volatility of commodity and other input costs, pricing actions, continued global economic weakness, risks from operating globally and tax law changes. Please also see our risk factors, as they may be amended from time to time, set forth in our filings with the SEC, including our 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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