UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 17, 2023
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||
(Address of principal executive offices, including zip code) | ||||||||
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(Registrant's telephone number, including area code) | ||||||||
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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:
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 | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the 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 5.07. Submission of Matters to a Vote of Security Holders.
On May 17, 2022, we held our annual meeting of shareholders. A total of 1,195,732,689 shares of our Class A Common Stock, or 87.71% of our outstanding shares of Class A Common Stock, were represented at the annual meeting. The final voting results for each of the matters submitted to a shareholder vote at the annual meeting are set forth below:
1. Our shareholders elected 9 directors to each serve a one-year term until our 2024 annual meeting of shareholders or until his or her successor has been duly chosen and qualified, based on the following voting results:
For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||
a.Lewis W.K. Booth | 1,047,958,744 | 19,103,526 | 3,729,337 | 124,941,082 | |||||||||||||||||||
b. Charles E. Bunch | 943,634,959 | 123,447,765 | 3,708,883 | 124,941,082 | |||||||||||||||||||
c. Ertharin Cousin | 1,045,710,571 | 21,485,884 | 3,595,152 | 124,941,082 | |||||||||||||||||||
d. Jorge S. Mesquita | 1,048,952,538 | 18,235,991 | 3,603,078 | 124,941,082 | |||||||||||||||||||
e. Anindita Mukherjee | 1,058,303,880 | 8,923,007 | 3,564,720 | 124,941,082 | |||||||||||||||||||
f. Jane Hamilton Nielsen | 1,061,623,769 | 5,724,190 | 3,443,648 | 124,941,082 | |||||||||||||||||||
g. Patrick T. Siewert | 1,030,746,340 | 36,342,699 | 3,702,568 | 124,941,082 | |||||||||||||||||||
h. Michael A. Todman | 1,038,501,696 | 28,526,318 | 3,763,593 | 124,941,082 | |||||||||||||||||||
i. Dirk Van de Put | 995,737,014 | 67,028,101 | 8,026,492 | 124,941,082 | |||||||||||||||||||
2. Our shareholders approved on an advisory basis our named executive officer compensation, based on the following voting results:
| For | Against | Abstain | Broker Non- Votes | |||||||||||||||||
| 953,946,419 | 92,984,258 | 23,860,930 | 124,941,082 | |||||||||||||||||
3. Our shareholders recommended on an advisory basis that we conduct future executive compensation votes every year, based on the following voting results:
| One Year | Two Years | Three Years | Abstain | Broker Non- Votes | ||||||||||||||||||||||
| 1,047,513,916 | 1,302,290 | 18,051,283 | 3,924,118 | 124,941,082 | ||||||||||||||||||||||
4. Our shareholders ratified the selection of PricewaterhouseCoopers LLP as our independent auditors for the year ending December 31, 2023, based on the following voting results:
| For | Against | Abstain | Broker Non- Votes | |||||||||||||||||
| 1,137,824,452 | 54,375,970 | 3,532,267 | 0 | |||||||||||||||||
5. Our shareholders did not approve a shareholder proposal to require an independent chair of the board, based on the following voting results:
| For | Against | Abstain | Broker Non- Votes | |||||||||||||||||
| 263,075,305 | 772,403,592 | 35,312,710 | 124,941,082 | |||||||||||||||||
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6. Our shareholders did not approve a shareholder proposal to publish annual benchmarks for achieving our 2025 cage-free egg goal, based on the following voting results:
| For | Against | Abstain | Broker Non- Votes | |||||||||||||||||
| 93,693,815 | 951,852,731 | 25,245,061 | 124,941,082 | |||||||||||||||||
7. Our shareholders did not approve a shareholder proposal to adopt public targets to eradicate child labor in cocoa supply chain, based on the following voting results:
| For | Against | Abstain | Broker Non- Votes | |||||||||||||||||
| 208,295,609 | 838,871,369 | 23,624,629 | 124,941,082 | |||||||||||||||||
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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 & Chief Counsel, Corporate Secretary | ||||
Date: May 19, 2023
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