UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices, including zip code)
(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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol (s) |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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.
On November 23, 2021, we increased the size of the Mondelēz International Board of Directors (the “Board”) from 12 to 13 members and appointed Ertharin Cousin to the Board, effective January 1, 2022. The Board has not yet determined to which committees it will appoint Ms. Cousin.
Ms. Cousin 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 7, 2021. The form of indemnification agreement is an exhibit to our Annual Report on Form 10-K filed with the SEC on February 5, 2021.
There are no transactions between Ms. Cousin and us that would be reportable under Item 404(a) of Regulation S-K. Ms. Cousin was not selected pursuant to any arrangement or understanding between her and any other person.
A copy of our press release regarding these events is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit Number |
Description | |
| 99.1 | Mondelēz International, Inc. Press Release, dated November 29, 2021. | |
| 104 | The cover page from Mondelēz International, Inc.’s Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101). | |
2
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/ Ellen M. Smith | |
| Name: | Ellen M. Smith | |
| Title: | Senior Vice President and Chief Counsel, Corporate Secretary | |
Date: November 29, 2021
3
Exhibit 99.1
| Contacts: | Tracey Noe (Media) | Shep Dunlap (Investors) | ||||
| 1-847-943-5678 | 1-847-943-5454 | |||||
| news@mdlz.com | ir@mdlz.com |
Mondelēz International Appoints Ertharin Cousin
to Board of Directors
CHICAGO, Nov. 29, 2021 (GLOBE NEWSWIRE) – Mondelēz International, Inc. (Nasdaq: MDLZ) today announced the appointment of Ertharin Cousin, Founder, President and CEO of the Food Systems of the Future Institute, to the Company’s Board of Directors, effective January 1, 2022.
“We welcome Ertharin to our Board and look forward to benefitting from her wealth of knowledge and expertise,” said Dirk Van de Put, Chairman & CEO of Mondelēz International. “Her expert perspective on food policy and sustainability issues will bring important insights and value to our Board and team as we continue advancing our strategy and ESG priorities as a global snacking leader.”
Cousin possesses more than 30 years of experience in the worldwide food industry, working in the government, nonprofit and corporate sectors. Her experience includes serving as Executive Director of the United Nations World Food Programme; Ambassador and Permanent Representative to United Nations Food and Agriculture Agencies in the Obama Administration; Executive Vice President and Chief Operating Officer of America’s Second Harvest; and Senior Vice President for Public Affairs at Albertsons Companies Inc. She currently serves on the Board of Directors of Bayer AG.
Cousin’s appointment expands the size of the Company’s Board of Directors to 13 members.
About Mondelēz International
Mondelēz International, Inc. (Nasdaq: MDLZ) empowers people to snack right in over 150 countries around the world. With 2020 net revenues of approximately $27 billion, MDLZ is leading the future of snacking with iconic global and local brands such as OREO, belVita and LU biscuits; Cadbury Dairy Milk, Milka and Toblerone chocolate; Sour Patch Kids candy 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 .
###