SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): July 20, 2023
MONDELĒZ INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification Number)
905 West Fulton Market, Suite 200, Chicago, IL 60607
(Address of principal executive offices, including zip code)
(Registrant's telephone number, including area code)
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
Name of each exchange on which registered
|Class A Common Stock, no par value||MDLZ ||The Nasdaq Global Select Market|
|1.625% Notes due 2027||MDLZ27||The Nasdaq Stock Market LLC|
|0.250% Notes due 2028 ||MDLZ28||The Nasdaq Stock Market LLC|
|0.750% Notes due 2033||MDLZ33||The Nasdaq Stock Market LLC|
|2.375% Notes due 2035||MDLZ35||The Nasdaq Stock Market LLC|
|4.500% Notes due 2035||MDLZ35A||The Nasdaq Stock Market LLC|
|1.375% Notes due 2041||MDLZ41||The Nasdaq Stock Market LLC|
|3.875% Notes due 2045||MDLZ45||The Nasdaq Stock Market LLC|
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.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 20, 2023, we increased the size of the Mondelēz International Board of Directors (the “Board”) from 9 to 10 members and appointed Cees ‘t Hart to the Board, effective July 20, 2023. Mr. ‘t Hart is currently Chief Executive Officer of the Carlsberg Group. Our Board appointed Mr. ‘t Hart to serve as a member of the Audit Committee and as a member of the Finance Committee, effective July 20, 2023.
The Board determined that Mr. ‘t Hart is an “independent director” for purposes of the Nasdaq Stock Market Listing Rules and that Mr. ‘t Hart meets the criteria of an Audit Committee Financial Expert under applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”).
Mr. ‘t Hart 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 the SEC on April 6, 2023. The form of indemnification agreement is an exhibit to our Annual Report on Form 10-K filed with the SEC on February 3, 2023.
There are no transactions between Mr. ‘t Hart and us that would be reportable under Item 404(a) of Regulation S-K. Mr. t’ Hart was not selected pursuant to any arrangement or understanding between him and any other person.
A copy of our press release regarding these events is attached hereto as Exhibit 99.1.
Financial Statements and Exhibits.
(d) The following exhibits are being filed with this Current Report on Form 8-K.
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.|
|/s/ Ellen M. Smith|
|Ellen M. Smith|
|Senior Vice President & Chief Counsel, Corporate Secretary|
Date: July 20, 2023
|Contacts: || ||Tracey Noe (Media)|| ||Shep Dunlap (Investors)|| |
| ||1-847-943-5678|| ||1-847-943-5454|| |
| ||firstname.lastname@example.org|| ||email@example.com|| |
Mondelēz International Appoints Cees ‘t Hart to Board of Directors
CHICAGO, July 20, 2023 – Mondelēz International, Inc. (Nasdaq: MDLZ) today announced the appointment of Cees ‘t Hart to the Company’s Board of Directors, effective today.
“We are pleased to welcome Cees to our Board. His deep experience building local and international brands makes him an invaluable resource for our company,” said Dirk Van de Put, Chairman & CEO of Mondelēz International.
‘ t Hart has worked for more than 30 years in the food and beverage industry, most recently serving as CEO of Carlsberg Group, a position he’s held since 2015. Before joining Carlsberg, ‘t Hart was CEO of Royal FrieslandCampina. Previously, he held various positions within Unilever across Eastern and Western Europe as well as Asia. During his tenure at Unilever, he served as a member of the Europe Executive Board. ’t Hart currently serves as Chairman of KLM's Supervisory Board and sits on the Board of AirFranceKLM.
‘t Hart’s appointment expands the size of the Company’s Board to 10 members.
About Mondelēz International
Mondelēz International, Inc. (Nasdaq: MDLZ) empowers people to snack right in over 150 countries around the world. With 2022 net revenues of approximately $31 billion, MDLZ is leading the future of snacking with iconic global and local brands such as Oreo, Ritz, LU, Clif Bar and Tate's Bake Shop biscuits and baked snacks, as well as Cadbury Dairy Milk, Milka and Toblerone chocolate. 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.
This press release contains forward-looking statements. Words, and variations of words, such as “will,” “may,” “expect,” “plan,” “continue” and similar expressions are intended to identify these forward-looking statements, including, but not limited to, statements of belief or expectation and statements about Mondelēz International’s leadership position in snacking. These forward-looking statements are subject to change and to inherent risks and uncertainties, many of which are beyond Mondelēz International’s control, which could cause Mondelēz International’s actual results or outcomes to differ materially from those projected or assumed in these forward-looking statements. Please also see Mondelēz International’s risk factors, as they may be amended from time to time, set forth in its filings with the U.S. Securities and Exchange Commission, including its most recently filed
Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. There may be other factors not presently known to Mondelēz International or which it currently considers to be immaterial that could cause Mondelēz International’s actual results to differ materially from those projected in any forward-looking statements it makes. 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.