Mondelez International, Inc. Files Definitive Proxy Statement (DEF 14A)

Ticker: MDLZ · Form: DEF 14A · Filed: Apr 5, 2024 · CIK: 1103982

Sentiment: neutral

Topics: Mondelez, MDLZ, DEF 14A, Proxy Statement, Executive Compensation

TL;DR

<b>Mondelez International, Inc. has filed its Definitive Proxy Statement for the period ending May 22, 2024, detailing executive compensation and corporate governance.</b>

AI Summary

Mondelez International, Inc. (MDLZ) filed a Proxy Statement (DEF 14A) with the SEC on April 5, 2024. Mondelez International, Inc. filed a Definitive Proxy Statement (DEF 14A) on April 5, 2024. The filing covers the period ending May 22, 2024. The company's principal executive offices are located at 905 West Fulton Market, Suite 200, Chicago, IL 60607. The filing includes detailed information regarding executive compensation components for 2023. Mondelez International, Inc. was formerly known as Kraft Foods Inc.

Why It Matters

For investors and stakeholders tracking Mondelez International, Inc., this filing contains several important signals. This DEF 14A filing is crucial for shareholders as it outlines the proposals to be voted on at the upcoming annual meeting, including executive compensation plans and director elections. Understanding the executive compensation details provided in this filing is important for shareholders to assess alignment between management pay and company performance.

Risk Assessment

Risk Level: low — Mondelez International, Inc. shows low risk based on this filing. The filing is a routine DEF 14A, which is standard for public companies and does not contain new material adverse information.

Analyst Insight

Shareholders should review the executive compensation details and voting proposals to make informed decisions at the upcoming annual meeting.

Key Numbers

Key Players & Entities

FAQ

When did Mondelez International, Inc. file this DEF 14A?

Mondelez International, Inc. filed this Proxy Statement (DEF 14A) with the SEC on April 5, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Mondelez International, Inc. (MDLZ).

Where can I read the original DEF 14A filing from Mondelez International, Inc.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Mondelez International, Inc..

What are the key takeaways from Mondelez International, Inc.'s DEF 14A?

Mondelez International, Inc. filed this DEF 14A on April 5, 2024. Key takeaways: Mondelez International, Inc. filed a Definitive Proxy Statement (DEF 14A) on April 5, 2024.. The filing covers the period ending May 22, 2024.. The company's principal executive offices are located at 905 West Fulton Market, Suite 200, Chicago, IL 60607..

Is Mondelez International, Inc. a risky investment based on this filing?

Based on this DEF 14A, Mondelez International, Inc. presents a relatively low-risk profile. The filing is a routine DEF 14A, which is standard for public companies and does not contain new material adverse information.

What should investors do after reading Mondelez International, Inc.'s DEF 14A?

Shareholders should review the executive compensation details and voting proposals to make informed decisions at the upcoming annual meeting. The overall sentiment from this filing is neutral.

How does Mondelez International, Inc. compare to its industry peers?

Mondelez International operates in the food and kindred products industry, focusing on snack foods and beverages.

Are there regulatory concerns for Mondelez International, Inc.?

The filing is made pursuant to Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies.

Industry Context

Mondelez International operates in the food and kindred products industry, focusing on snack foods and beverages.

Regulatory Implications

The filing is made pursuant to Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies.

What Investors Should Do

  1. Review the detailed executive compensation tables and narrative disclosures.
  2. Understand the proposals being presented for shareholder vote.
  3. Assess the alignment of executive pay with company performance and shareholder interests.

Key Dates

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard annual disclosure for public companies and does not represent a change from previous filings in terms of its nature.

Filing Stats: 4,498 words · 18 min read · ~15 pages · Grade level 14.4 · Accepted 2024-04-05 16:12:16

Key Financial Figures

Filing Documents

Executive Compensation

Executive Compensation 15 ITEM 1. ELECTION OF DIRECTORS 17 How We Build an Experienced and Qualified Board 17 Director Skills 19 Shareholder Recommendations for Director Candidates 21 Shareholders Elect Directors Annually 21 Director Nominees for Election at the Annual Meeting 22 CORPORATE GOVERNANCE 33 Governance Guidelines 33 Director Onboarding and Education 35 Director Independence 37 Board Oversight of Strategy 38 Board Oversight of Risk Management 38 Board Oversight of Human Capital Management and Corporate Culture 40 Meeting Attendance 42 Codes of Conduct 42 Review of Transactions with Related Persons 43 Shareholder Outreach and Communication with the Board 44 BOARD COMMITTEES AND MEMBERSHIP 45 Committee Membership 45 Audit Committee 46 Responsibilities 46 Finance Committee 49 Governance, Membership and Sustainability Committee 50 People and Compensation Committee 51 OUR DISTINCTIVE APPROACH TO ENVIRONMENTAL AND SOCIAL ISSUES 54 Our Strategic Focus Areas 54 Board Oversight and Governance of ESG 55 Our Goals 55 United Nations Sustainable Development Goals 56 ESG Reporting 56 COMPENSATION OF NON-EMPLOYEE DIRECTORS 57 Review of Non-Employee Director Compensation 57 Summary of 2023 Compensation Elements 57 Plan Limits on Non-Employee Director Grants 57 Cash Compensation – Board, Independent Lead Director and Committee Chair Retainers 58 Equity Compensation – Annual Equity Grant 58 Director Stock Ownership Guidelines 58 Company Match for Director Charitable Contributions 58 2023 Non-Employee Director Compensation 59 2023 Non-Employee Director Equity Awards 59 COMPENSATION DISCUSSION AND ANALYSIS (CD&A) 60 Executive Summary 60 Compensation Program 64 Compensation Determination Process 75 Compensation Governance 78 EXECUTIVE COMPENSATION TABLES 81 2023 Summary Compensation Table 81 2023 Grants of Plan-Based Awards 83 2023

SHAREHOLDER PROPOSAL

ITEM 8. SHAREHOLDER PROPOSAL 125 Third-Party Report Assessing Effectiveness of Implementation of Human Rights Policy 125 OTHER MATTERS THAT MAY BE PRESENTED AT THE ANNUAL MEETING 129 FREQUENTLY ASKED QUESTIONS ABOUT THE ANNUAL MEETING AND VOTING 130 Voting Instructions to Proxies 130 Attending and Voting at the Annual Meeting 130 Getting Information and Asking Questions Before and During the Annual Meeting 130 Frequently Asked Questions About the Annual Meeting and Voting 130 2025 ANNUAL MEETING OF SHAREHOLDERS 136 Shareholder Nominations and Proposals for the 2025 Annual Meeting 136 ANNEX A: FINANCIAL MEASURES DEFINITIONS 137 GAAP to Non-GAAP Reconciliations 141 ANNEX B: MONDELZ INTERNATIONAL, INC. 2024 PERFORMANCE INCENTIVE PLAN (EFFECTIVE MAY 22, 2024) 145 2024 PROXY STATEMENT | 8 Back to Contents PROXY STATEMENT SUMMARY This summary highlights select information contained elsewhere in this Proxy Statement. You should read the entire Proxy Statement carefully and consider all available information before voting. For more complete information regarding the Company's 2023 performance, please see our Annual Report on Form 10-K for the year ended December 31, 2023. 2024 ANNUAL MEETING OF SHAREHOLDERS 9:00 a.m. CDT on Wednesday, May 22, 2024. The Annual Meeting will be a virtual meeting of shareholders conducted via webcast. Record Date March 13, 2024. Each outstanding share of Class A Common Stock ("Common Stock") is entitled to one vote on each matter to be voted upon at the Annual Meeting. Shareholders must register to attend the meeting, vote and submit questions by visiting www.proxydocs.com/MDLZ and using the control number shown on their Notice of Internet Availability of Proxy Materials, Proxy Card or VIF. HOW TO VOTE IN ADVANCE OF THE MEETING Even if you plan to attend the Annual Meeting, please vote in advance. If you are voting via the Internet, with your mobile device o

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