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): December 8, 2015
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 December 8, 2015, Mondelēz International, Inc. increased the size of our Board of Directors (the “Board”) from 12 to 13 members and appointed Christiana Shi to the Board effective January 4, 2016. The Board has not yet determined to which committees it will appoint Ms. Shi.
Ms. Shi 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 March 27, 2015. The form of indemnification agreement is an exhibit to our Annual Report on Form 10-K filed with the SEC on February 20, 2015.
There are no transactions between Ms. Shi 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 December 8, 2015. | |
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: December 8, 2015
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Mondelēz International, Inc. Press Release, dated December 8, 2015. | |
Exhibit 99.1
| Contacts: | Michael Mitchell (Media) | Dexter Congbalay (Investors) | ||
| +1-973-503-4533 | +1-847-646-6299 | |||
| news@mdlz.com | ir@mdlz.com |
Mondelēz International Names
Christiana Shi to Board of Directors
Shi Brings Extensive E-Commerce, Supply Chain
and Cost Management Expertise to Role
DEERFIELD, Ill. – Dec. 8, 2015 – Mondelēz International today announced the appointment of Christiana Shi to its Board of Directors. Shi, 56, is President, Direct-to-Consumer for NIKE, Inc., with oversight for Nike Stores, Nike Factory Stores and Global Digital Commerce, which includes leading all of Nike’s e-commerce business around the world. With this addition, the Mondelēz International Board will have 13 Directors, 12 of whom are independent. Shi will join the Board effective Jan. 4, 2016.
“Christiana’s intimate knowledge of digital commerce along with superior supply chain and cost management expertise for global consumer companies will be invaluable as we continue to reinvent our supply chain, drive down costs and accelerate our growth in key areas like e-commerce,” said Irene Rosenfeld, Chairman and CEO. “I’m confident she’ll be a strong addition to our world-class Board of Directors.”
Shi joined Nike in October 2010 and served as Vice President and Chief Operating Officer, Global Direct-to-Consumer, from 2010 to 2012 and as Vice President and General Manager, Global Digital Commerce, from 2012 to 2013, before assuming her current role as President, Direct-to-Consumer.
Prior to joining Nike, Shi spent 24 years at McKinsey & Company, a global management consulting firm, in various roles of increasing responsibility. Previous to joining McKinsey & Company, she served in various trading, institutional sales and investment banking roles at Merrill Lynch & Company from 1981 to 1984. Shi earned an MBA from Harvard Business School and a bachelor’s degree in economics and international relations from Stanford University.
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About Mondelēz International
Mondelēz International, Inc. (NASDAQ: MDLZ) is a global snacking powerhouse, with pro forma 2014 revenue of more than $30 billion. Creating delicious moments of joy in 165 countries, Mondelēz International is a world leader in biscuits, chocolate, gum, candy and powdered beverages, with billion-dollar brands such as Oreo, LU and Nabisco biscuits; Cadbury, Cadbury Dairy Milk and Milka chocolate; Trident gum 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.
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