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): February 1, 2024
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Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | ||||
On February 1, 2024, we increased the size of the Mondelēz International Board of Directors (the “Board”) from 10 to 11 members and appointed Brian J. McNamara to the Board. Mr. McNamara is currently Chief Executive Officer of Haleon plc (formerly GSK ConsumerHealthcare). Our Board appointed Mr. McNamara to serve as a member of the People and Compensation Committee and as a member of the Governance, Membership and Sustainability Committee. All of these actions are effective February 1, 2024.
The Board determined that Mr. McNamara is an “independent director” for purposes of the Nasdaq Stock Market Listing Rules.
Mr. McNamara 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. McNamara and us that would be reportable under Item 404(a) of Regulation S-K. Mr. McNamara 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.
Item 9.01. | Financial Statements and Exhibits. | ||||
(d) The following exhibits are being filed with this Current Report on Form 8-K.
99.1 | ||||||||
104 | The cover page from Mondelēz International, Inc.’s Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101). | |||||||
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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/ Laura Stein | ||||
Name: | Laura Stein | ||||
Title: | Executive Vice President, Corporate & Legal Affairs, General Counsel and Corporate Secretary | ||||
Date: February 2, 2024
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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 Brian McNamara
To Board of Directors
CHICAGO, February 2, 2024 – Mondelēz International, Inc. (Nasdaq: MDLZ) today announced the appointment of Brian McNamara to the Company’s Board of Directors, effective Feb. 1. McNamara has served as Chief Executive Officer of Haleon plc, formerly GSK Consumer Healthcare, since May 2022. Previously, he led GSK’s Consumer Healthcare business.
“We are pleased to welcome Brian to our Board. His breadth and depth of expertise in all aspects of consumer products leadership – including supply chain, brand marketing, customer engagement and more – will provide valuable insight and strategic input to our team,” said Dirk Van de Put, Chairman & CEO of Mondelēz International.
Before joining GSK in 2015, McNamara held a variety of senior leadership positions for several global consumer products companies, including Novartis AG and The Procter & Gamble Company. He currently sits on Haleon’s Board of Directors, as well as the Board of Directors of the Consumer Goods Forum.
McNamara’s appointment expands the size of the Company’s Board to 11 members, 10 of whom are deemed independent, including McNamara.
About Mondelēz International
Mondelēz International, Inc. (Nasdaq: MDLZ) empowers people to snack right in over 150 countries around the world. With 2023 net revenues of approximately $36 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.