UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐ Definitive Proxy Statement
☒ Definitive Additional Materials
☐ Soliciting Material under §240.14a-12
MONDELĒZ INTERNATIONAL, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒ No fee required
☐ Fee paid previously with preliminary materials
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
SHAREHOLDER ENGAGEMENT Spring 2023
FORWARD-LOOKING STATEMENTS This presentation contains forward-looking statements. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws. Words, and variations of words, such as “will,” “may,” “expect,” “would,” “could,” “might,” “intend,” “plan,” “believe,” “likely,” “estimate,” “anticipate,” “objective,” “predict,” “project,” “drive,” “seek,” “aim,” “target,” “potential,” “commitment,” “outlook,” “continue” or any other similar words are intended to identify our forward-looking statements. Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results or outcomes could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties, many of which are beyond our control, which could cause our actual results to differ materially from those indicated in these forward-looking statements. We disclaim and do not undertake any obligation to update or revise any forward- looking statement in this presentation except as required by applicable law or regulation. For important information on forward-looking statements, please see our earnings release for Q4 2022 on our investor website at https://www.mondelezinternational.com/investors. ABOUT OUR ESG GOALS Reported performance against our quantitative ESG goals covers the annual reporting period from January 1 to December 31 of the stated year, and includes manufacturing facilities under our direct and indirect control, and excludes acquisitions since 2018, unless stated otherwise. Where quantitative goals are linked to revenue, coverage is for all Mondelez international revenue (excluding acquisitions since 2018) except Venezuela, for which results are excluded from our consolidated financial statements. Where quantitative goals are linked to operations, coverage is for all operations under the control of our integrated supply chain function (excluding acquisitions since 2018); data for external manufacturing includes estimations, with the exception of data reported on cage-free eggs as eggs procured by third-party external manufacturers for use in manufacturing Mondelēz International finished goods are excluded. Historical, current and forward-looking sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future. We caution you that these statements are not guarantees of future performance, nor promises that our goals will be met, and are subject to numerous and evolving risks and uncertainties that we may not be able to predict or assess. In some cases, we may determine to adjust our commitments or goals, or establish new ones to reflect changes in our business, operations or plans. The information included in, and any issues identified as material for purposes of, this document may not be considered material for SEC reporting purposes. In the context of this disclosure, the terms “material” is distinct from, and should not be confused with, such terms as defined for SEC reporting purposes. NON-GAAP FINANCIAL MEASURES All results shared with this presentation are non-GAAP unless noted as “reported”, in which case we are referring to our results on a GAAP basis. Please see GAAP to non-GAAP reconciliations at the end of this presentation for comparable GAAP measures. Refer to the definitions of these measures in our earnings release for Q4 2022 located at https://www.mondelezinternational.com/investors. 2
MONDELĒZ INTERNATIONAL LEADING THE FUTURE OF SNACKING We are one of the world’s largest snack companies, with a strong portfolio of brands enjoyed globally 2 BUSINESS OVERVIEW REVENUE BY MARKET AND CATEGORY Strong positions in our core snacks categories, significant room to grow $31.5B 2022 Net Revenues MDLZ Global Market 1 1 Size Position & Share Europe Biscuits & Baked 9% 12% #2 150+ Snacks Chocolate $120B (12.7%) Countries 11% North America 36% Chocolate % of Net #1 Biscuits % of Net 21% $111B (17.2%) Revenues Sweet & Savory Revenues 50% by Region #3 by Category AMEA Gum & Candy Cakes & Pastries $80B ~91,000 (3.2%) 30% Employees 31% #3 Latin America Other Snack Bars $17B (10%) AS A PART OF OUR EVOLVING STRATEGY, IN 2022 WE ELEVATED SUSTAINABILITY TO BECOME THE FOURTH PILLAR OF OUR STRATEGIC FRAMEWORK ESTABLISHED IN 2018 Execution Culture Sustainability Growth Drive operational Build a winning growth Champion more Accelerate consumer- excellence culture sustainable snacking centric growth 3 1 Source: Euromonitor 2022. 2 Revenue breakdowns are based on 2022 net revenues.
CONSISTENT RESULTS DEMONSTRATE SUSTAINABLE LONG-TERM GROWTH Effective execution of our long-term strategy led to a successful 2022 in spite of inflationary pressures and macro volatility TOTAL SHAREHOLDER RETURN OVER 6% ORGANIC NET REVENUE CAGR FROM 2018 THROUGH 2022 1 OVER CEO VAN DE PUT’S TENURE Leader in Attractive Categories Advantaged Geographic Footprint 11.9% Leader in attractive and resilient Advantaged footprint with ~39% 10.0% categories, including strong positions revenues from high-growth across several snack categories with emerging markets headroom to grow market share 7.1% MARKETING, SALES & COST Strong core of iconic brands MANAGEMENT EXCELLENCE Leading brands across core categories Clearly defined brand purposes and of chocolate, biscuits and baked snacks, investment strategy; proven distribution delighting consumers around the world expansion capabilities in emerging markets; cost discipline embedded in organization MDLZ Performance Peer S&P 500 Group² Median TOP TALENT WITH A GROWTH MINDSET Unique culture that is purposeful and growth minded; established KPIs and incentives rewarding growth 4 1 Annualized total shareholder return during Dirk Van de Put’s tenure (11/20/2017 – 12/31/2022). 2 See 2023 Proxy Statement for companies in the Performance Peer Group.
�� Proposal 1: Election of the Nine Director Nominees BALANCED AND DIVERSE BOARD ENABLES STRONG OVERSIGHT Our Director Nominees’ considerable career leadership experience at global companies and relevant but differentiated backgrounds enable highly effective, independent Board oversight and rigorous decision making Lewis W.K. Booth Charles E. Bunch Ertharin Cousin 1 Joined 2016 Joined 2012 TENURE DIVERSITY GENDER DIVERSITY Joined 2022 10 years 4-9 years Female Retired Exec. Former EVP & CFO, Founder, President and over Chairman, PPG Ford Motor and CEO, Food Systems 2 Industries, Inc. Company For The Future Institute 3 3 6YRS 33% Average Female Tenure 6 Jorge S. Mesquita Jane Hamilton Nielsen Anindita Mukherjee 4 Male Joined 2012 Joined 2021 Joined 2023 0-3 years Former CEO COO and CFO, Chairwoman and BlueTriton Brands, Ralph Lauren 1 CEO, Pernod Ricard ETHNIC DIVERSITY AGE DIVERSITY Inc. Corporation North America Black 50s 60s 2 5 Michael A. Todman Patrick T. Siewert Dirk Van de Put 2 65YRS 33% Joined 2012 Joined 2020 Joined 2017 Average Ethnic Lead Director 1 Age Diversity Asian Former Vice Chairman & CEO, 6 Chairman, Whirlpool Managing Director & Mondelēz 2 70s Corporation Partner, The Carlyle International, Inc. White Group, L.P. 5 1 As of March 8, 2023.
�� Proposal 1: Election of the Nine Director Nominees ROBUST BOARD OVERSIGHT OF E&S RISKS AND OPPORTUNITIES • Oversees ESG-related risks, opportunities, strategy, progress, alignment with purpose and stakeholder interests Boardof • Reviews environmental/social sustainability progress at least twice annually Directors• Receives reports from Board committees, including on the topics outlined below World-Class PEOPLE & COMPENSATION GOVERNANCE, MEMBERSHIP & Safety AUDIT COMMITTEE COMMITTEE SUSTAINABILITY COMMITTEE Oversees ESG Policies and Programs Oversees Human Capital Regarding Corporate Citizenship, Oversees Safety and Security and Management and Diversity, Equity Environmental and Social ESG-Related Disclosure and Inclusion (DEI) Priorities Sustainability, and Public Policy Key areas of E&S oversight include: Key areas of E&S oversight include: Key areas of E&S oversight include: Social and environmental DEI performance and pay ESG-related disclosure and 1 1 1 sustainability, including human rights, equity processes climate and ingredients Health, safety and environmental Talent development and Food labeling, marketing and 2 2 2 management policies and standards employee wellness packaging Employee engagement and Cybersecurity and information Philanthropic and political activities 3 3 3 security risk management talent sourcing strategies and contributions ESG strategic performance Legal, compliance and internal 4 4 4 Board ESG education and capabilities indicators for incentive plans controls 6
�� Proposal 2: Advisory Vote to Approve Executive Compensation for Our Listed Officers INCENTIVE COMPENSATION PROGRAMS TARGET STRETCH PERFORMANCE PAY ELEMENT VEHICLE 2022 PERFORMANCE METRICS 2022 OUTCOMES Our 2022 Incentive Plan outcomes Cash Market competitive to retain key talent BASE SALARY reflect our Board’s approach to setting targets as stretch goals 80% Financial Measures • Organic Volume Growth (15%) -/+ • Organic Net Revenue Growth (15%) Annual Incentive 30% ANNUAL 100% At-Risk Cash• Adjusted Gross Profit Growth (35%) Market Financial Performance Metrics earned • Adjusted Operating Income Growth (15%) INCENTIVE at 157% of target Share • Free Cash Flow (20%) Overlay Strategic Progress Indicator Goals 1 20% Strategic Progress Indicators (SPI) Goals earned at 125% (corporate), 124% (Europe), 140% (North America), and 106% (AMEA) of target 75% Performance Share Units • 25% Organic Net Revenue Growth • 3-year cliff vest Total annual incentive (for CEO and • 25% Adjusted EPS Growth NEOs) earned at 60% - 161% • 1-year holding requirement • 50% Relative Total Shareholder Return post vesting 25% Stock Options Long-Term Incentive LONG-TERM • 3-year ratable vest Stock Price 2020 – 2022 PSUs earned at 158% of • 1-year holding requirement target, reflecting: INCENTIVE post exercise • Above target Organic Net Revenue Growth • Cap PSU payout at target if TSR is negative at end of performance period • Above target Adjusted EPS Growth th st • Above median performance (55 percentile) to achieve target payout on Relative TSR • 61 percentile Annualized rTSR 7 1 Based on our Strategic Progress Indicator (SPI) goals, which are categorized under Snack Leadership and ESG (comprised of Sustainability, Mindful Snacking and Colleagues), each of which is weighted at 50% of the total. For additional detail on our 2022 SPI goals, please see page 77 of our Proxy Statement.
�� Proposal 5: Proposal requiring independent chair of the Board STRONG INDEPENDENT LEAD DIRECTOR WITH ROBUST RESPONSIBILITIES Independent Lead Director’s substantial authority and responsibilities Patrick T. Siewert protect shareholder interests by promoting strong management oversight Independent Lead Director and accountability (Director since 2012 and Lead Director since 2022) ✓ Serves as a liaison between the independent directors and the Chairman Managing Director & Partner, and CEO The Carlyle Group ✓ Serves as a direct point of contact for shareholders and led engagements with several investors during 2022 ✓ Engages in planning and approving Board meeting schedules and agendas, and reviews materials Maintaining flexibility in board leadership structure is in ✓ Empowered to call meetings of the independent directors or the Board as the best interest of shareholders needed ✓ The Board reviews its leadership structure annually; each year the Lead ✓ Presides over executive sessions of the independent directors without the Director is appointed to a one-year term participation of the Chair and Chief Executive Officer ✓ By-Laws provide necessary flexibility for Board to make thoughtful ✓ Confers with the other independent directors on various Board and decisions about appropriate leadership structure Company matters ✓ Robust Independent Lead Director role with substantive leadership ✓ Serves as an ex officio non-voting member of all Board committees responsibilities ✓ Provides input into the design of the annual Board, committee and director ✓ Corporate governance structures and processes consistent with best self-evaluation process practices that promote effective oversight and accountability ✓ Perform such other duties as the Board may delegate, and has from time- ✓ Continued strong performance under existing leadership structure to-time delegated, to the independent Lead Director If at any time the Board determines it is in the best interests of the Company and its shareholders to have a non-independent Chair, our Corporate Governance Guidelines require the Board to select an Independent Lead Director 8
�� Proposal 6: Annual Benchmarks for 2025 Cage-Free Egg Goal; Proposal 7: Targets to Eradicate Child Labor in Cocoa Supply Chain BUILDING A MORE SUSTAINABLE SNACKING COMPANY We define our ESG goals and progress through the lens of Snacking Made Right and we are pursuing our ambition of building a more sustainable snacking company Environmental Social Reducing environmental impact & SOURCING more SUSTAINABLY Empowering people & communities Consumer Well-Being Employee Well-Being Ingredients Climate Packaging Social Impact DEI Develop signature sourcing Combat climate change Strive for less and better Promote human rights Champion DEI for our Empower consumers Build a culture that programs across key raw through science-based packaging and improved across our value chain colleagues, culture and with contemporary Well- enhances safety, materials, including cocoa, targets, using natural systems aiming for a and enable empowered communities Being options and physical and mental wheat and palm oil, to resources end-to-end circular pack economy communities choices, mindful Well-Being of our build greater end-to-end more efficiently and snacking habits and colleagues resilience in these supply renewably portion control chains RIGOROUS QUANTIFIABLE GOALS DRIVE OUR PROGRESS Diversity, Equity & Ingredients Climate Packaging Social Impact Consumer Well-Being Employee Well-Being Inclusion By 2025, Child By 2025, all of the By 2024, double % By 2025, reduce Labor Monitoring & cocoa volume for our By 2025, 100% of of women in Severity and Total end-to-end CO Remediation Systems By 2025, 20% 2e chocolate brands packaging designed executive Accident Rate (TAR): emissions by 10%, cover 100% of Cocoa snacks net revenue sourced to be recyclable leadership roles, continued aim of reduce absolute Life communities in from portion 1 through Cocoa Life over 2018 base reducing Severity 1 water usage in West Africa control snacks By 2025, 5% reduction safety incidents to priority sites by 10%, By 2030, invest an in virgin plastic, and By 2024, double % zero and reduce food Spend $1 billion “Snack Mindfully” additional $600 25% reduction in of U.S. Black waste in internal annually with portion icon on all million in Cocoa Life to virgin rigid plastic, representation in manufacturing by minority- and women- packs by 2025 reach a $1 billion total over 2020 base management, over 15%, over 2018 base owned businesses by investment 2020 base 2024 9 1 Based on a mass balance approach, which means that the equivalent volume of cocoa needed for the products sold under our chocolate brands is sourced from the Cocoa Life program.
�� PROPOSAL 6: PROPOSAL TO PUbLiSH ANNUAL bENCHMARKS FOR ACHiEViNG COMPANy’S 2025 CAGE-Free Egg Goal CONTINUED REPORTED PROGRESS ON OUR GLOBAL CAGE-FREE EGG GOAL We continue to advance our goal of making our global egg supply 100% cage-free by 2025, and we already report our progress annually in our Snacking Made Right report WE ARE MAKING AND DISCLOSING PROGRESS TOWARDS OUR Eggs are not material TO Our product portfolio GOAL OF 100% CAGE-FREE GLOBAL EGG SUPPLY We disclose annual progress toward the goal of making our Less than 1% of our overall raw material spend 1, 2 global egg supply 100% cage-free by 2025 2 annually is spent on eggs Since 2020, ~100% of the egg ingredients we procured in the The overwhelming majority of our product portfolio United States and Canada have been cage-free and we are consists of chocolate, biscuits and baked snacks that do continuing to work with our suppliers in additional markets to 2 not contain eggs 2 source more cage-free eggs We do not own, raise, transport or process any hens, We continue to increase the percentage of cage-free eggs in and do not use eggs in most of our products our products, with nearly 43% procured globally at year-end 1, 2 2022 compared to ~27% in 2020 WE ARE DRIVING PROGRESS THROUGH INDUSTRY COLLABORATION We are working with our suppliers and other relevant stakeholders towards our goal, and to drive industry-wide progress We are part of a joint industry call to the European Union Commission and Members of the EU Parliament for a phase out of the use of cages in animal farming and a revision of animal welfare legislation to ban the use of cages in the EU 10 1 Excludes Russia and Ukraine (Russia to be determined and Ukraine by 2027). 2 Excludes eggs procured directly by third-party external manufacturers for use in manufacturing MDLZ finished goods. The term egg(s) means egg(s) produced by hens (female chickens).
�� Proposal 7: Proposal to Adopt Public Targets to Eradicate Child Labor in Cocoa Supply Chain OUR EFFORTS TO HELP ADDRESS CHILD LABOR IN THE COCOA SUPPLY CHAIN Mondelēz is committed to helping address the systemic issue of child labor in the cocoa supply chain and we work actively to help prevent it. We believe our current disclosure and sustained ongoing efforts to help address this important issue already fulfill the objectives of this proposal o In Snacking Made Right, we annually publish our progress toward helping reduce the risk of child labor in the cocoa supply chain, including reporting against our previously disclosed ambition to have in place Child Labor Monitoring Remediation Systems (CLMRS) covering 100% of our Cocoa Transparently Life communities in West Africa by 2025 o In 2022 we achieved nearly 74% CLMRS coverage of Cocoa Life communities in West Africa, a substantial increase since 2020, when coverage was Reporting on ~28% Our Progress o We introduced a dedicated Human Rights Policy aligned with the United Nations Guiding Principles on Business and Human Rights and we provide annual updates on our work in our Human Rights Due Diligence & Modern Slavery Report Collaborating o We believe protecting children requires collaboration with governments, suppliers, communities, NGO partners, peer companies and multi-sector on Sector- partners; we support the work of the World Cocoa Foundation and International Cocoa Initiative Wide o We support legislative efforts aimed at enabling practical, proactive and ongoing human rights due diligence, including the European Commission’s Improvement Corporate Sustainability Due Diligence directive Efforts o In 2022 we announced an additional investment in Cocoa Life – investing a total of $1 billion by 2030 aimed at securing a supply of more sustainable Expanding our cocoa, while pioneering an integrated approach to help tackle the root causes of systemic issues Investment in o Through our increased investment, we are further enhancing child protection systems and improving access to quality education in Cocoa Life Cocoa Life communities, while continuing to increase the volume of cocoa sourced from the program Elevating o We recently elevated Sustainability to become a pillar in our long-term growth strategy Sustainability o We aim to create long-term value for our business, shareholders and stakeholders by helping drive positive change at scale across a focused set of ESG in Our priorities, including a more sustainable cocoa supply chain Strategy 11
�� Proposal 7: Proposal to Adopt Public Targets to Eradicate Child Labor in Cocoa Supply Chain DRIVING CHANGE AT SCALE THROUGH COCOA LIFE COCOA LIFE: OUR DISTINCTIVE INTEGRATED COCOA SUSTAINABILITY PROGRAM Cocoa Life, our multi-faceted, signature cocoa sustainability program launched in 2012, is focused on driving impact at scale and catalyzing ground-breaking sector collaboration to help address systemic human rights and environmental issues. Program focus areas include: o Enhancing child protection systems o Enabling access to quality education in Cocoa Life communities o Working collaboratively to help farmers become more productive so they can increase their income from cocoa EXPANDING OUR GOALS DRIVING CHANGE AT SCALE By 2030, expand our investment by an additional ~74% Child Labor Monitoring and Remediation Systems $1 $600 million to reach a total of a $1 billion Coverage coverage in Cocoa Life communities in West Africa billion investment since the start of the program in 2012 in 2022 versus ~28% in 2020 and ~61% in 2021 ~300,000 By 2030, increase scale to include ~300,000 farmers Number of farmers supported through the Farmers Cocoa Life Program has increased to ~60% By 2025, source all of the cocoa volume for our INCREASE ~230,000, an increase of ~60% since 2018 Sourcing 1 chocolate brands through Cocoa Life 12 1 Based on a mass balance approach, which means that the equivalent volume of cocoa needed for the products sold under our chocolate brands is sourced from the Cocoa Life program.
WE REQUEST YOUR CONTINUED SUPPORT The Board values the trust you place in us when you invest in Mondelēz International, and we are committed to delivering on your expectations. We have carefully considered the three shareholder proposals and have met with the proponents to understand their perspectives. We encourage you to vote with us at the 2023 Annual Meeting SHAREHOLDER PROPOSAL – RECOMMEND AGAINST REQUIRING AN INDEPENDENT ELECTION OF DIRECTOR NOMINEES – RECOMMEND FOR CHAIR OF THE BOARD X Current By-Laws allow our Board to make thoughtful decisions about the appropriate leadership structure for the Company ✓ Our Board’s relevant and differentiated backgrounds enable highly effective, independent Board oversight and rigorous decision making X Our independent Lead Director role is robust and includes substantive leadership responsibilities X Continued strong performance under our existing leadership structure SHAREHOLDER PROPOSAL – RECOMMEND AGAINST PUBLISHING ANNUAL SAY ON PAY – RECOMMEND FOR BENCHMARKS FOR ACHIEVING OUR 2025 CAGE-FREE EGG GOAL X We already report annual progress toward the goal of making our global egg ✓ Our compensation structure is closely aligned with our strategy and 1 reflects shareholder feedback supply chain cage-free by 2025 ✓ Pay outcomes reward long-term value creation X Company advocates reporting verifiable progress rather than disclosing prospective interim targets FREQUENCY OF FUTURE ADVISORY VOTES ON SAY-ON-PAY – SHAREHOLDER PROPOSAL – RECOMMEND AGAINST ADOPTING PUBLIC TARGETS TO RECOMMEND ONE YEAR ERADICATE CHILD LABOR IN COCOA SUPPLY CHAIN X We already annually report our progress on our efforts to help address the ✓ Voting annually provides us with timely, direct input regarding our systemic issue of child labor in the cocoa supply chain compensation philosophy, policies and practices X We collaborate on sector-wide efforts to address these human rights challenges and improve cocoa farmer livelihoods, which is essential to tackling these systemic issues 13 1 Excludes Russia and Ukraine (Russia to be determined and Ukraine by 2027). Excludes eggs procured directly by third-party external manufacturers for use in manufacturing MDLZ finished goods. The term egg(s) means egg(s) produced by hens (female chickens).
GAAP TO NON-GAAP RECONCILIATION 1 Net Revenues to Organic Net Revenue For the Twelve Months Ended December 31, 2019 2020 2021 2022 2018 - 2022 CAGR Reported (GAAP) $ 25,868 $ 26,581 $ 28,720 $ 31,496 Divestitures (91) (32) (78) (22) Acquisitions (88) (445) (254) (1,216) Currency 1,127 627 (472) 1,905 Organic (Non-GAAP) $ 26,816 $ 26,731 $ 27,916 $ 32,163 For the Twelve Months Ended December 31, 2018 2019 2020 2021 Reported (GAAP) $ 25,938 $ 25,868 $ 26,581 $ 28,720 Divestitures (165) (91) (32) (78) Organic (Non-GAAP) $ 25,773 $ 25,777 $ 26,549 $ 28,642 % Change Reported (GAAP) (0.3)% 2.8 % 8.0 % 9.7 % 5.0 % Organic (Non-GAAP) 4.0 % 3.7 % 5.1 % 12.3 % 6.2 % 14 1 In millions of U.S. dollars (unaudited).
COMMITMENT TO BUILDING A MORE SUSTAINABLE SNACKING COMPANY Robust Board Promoting Impactful Strong Financial Oversight and Human Rights, Sustainability Performance Governance Communities Agenda Practices and Colleagues 15 15