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MONDELEZ INTERNATIONAL, INC. FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

May 22, 2014



Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On May 21, 2014, Mondel?z International, Inc. held our 2014 annual meeting of shareholders (the "annual meeting"). At the annual meeting, our shareholders approved the Mondel?z International, Inc. Amended and Restated 2005 Performance Incentive Plan (the "plan"), which had previously been approved by our Board of Directors, subject to the approval of our shareholders.



The plan amended our prior Mondel?z International, Inc. Amended and Restated 2005 Performance Incentive Plan to:

increase the number of shares of our Class A common stock available for

issuance under the plan; make future equity awards to our non-employee directors under the same



plan as grants made to employees rather than under the separate Mondel?z

International, Inc. Amended and Restated 2006 Stock Compensation Plan for

Non-Employee Directors; update plan provisions to be consistent with market practice and promote

the long-term interest of shareholders; and make other administrative changes. The material features of the plan are described in our definitive proxy statement on Schedule 14A for the annual meeting filed on April 1, 2014 (the "proxy statement"). The description of the plan included in the proxy statement is incorporated herein by reference. The above description of the plan is qualified in its entirety by reference to the full text of the plan, a copy of which is attached hereto as Exhibit 10.1.



Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 21, 2014, we held our annual meeting in Skokie, Illinois. A total of 1,407,290,097 shares of our Class A common stock, or 82.84% of our outstanding shares of Class A common stock, were represented in person or by proxy 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 12 directors to each serve a one-year term until



our 2015 annual meeting of shareholders or until his or her successor has

been duly chosen and qualified, based on the following voting results: Broker For Against Abstain Non-Votes Stephen F. Bollenbach 1,085,313,432 108,881,161 3,519,347 209,576,157 Lewis W.K. Booth 1,191,504,428 2,677,913 3,531,599 209,576,157 Lois D. Juliber 1,187,245,487 7,037,730 3,430,723 209,576,157 Mark D. Ketchum 1,182,669,102 11,529,688 3,515,150 209,576,157 Jorge S. Mesquita 1,191,456,404 2,741,634 3,515,902 209,576,157 Nelson Peltz 1,183,117,924 10,998,528 3,597,488 209,576,157 Fredric G. Reynolds 1,191,435,070 2,761,185 3,517,685 209,576,157 Irene B. Rosenfeld 1,158,999,282 31,651,085 7,063,573 209,576,157 Patrick T. Siewert 1,189,333,917 4,840,277 3,539,746 209,576,157 Ruth J. Simmons 1,184,524,259 9,738,841 3,450,840 209,576,157 Ratan N. Tata 1,184,330,509 9,842,315 3,541,116 209,576,157 Jean-FranÇois M. L. van Boxmeer 1,172,153,543 22,079,441



3,480,956 209,576,157

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2. Our shareholders approved on an advisory basis our named executive officer

compensation, based on the following voting results: Broker Non- For Against Abstain Votes 1,122,993,108 58,426,417 16,294,415 209,576,157



3. Our shareholders approved the Mondel?z International, Inc. Amended and

Restated 2005 Performance Incentive Plan, based on the following voting results: Broker Non- For Against Abstain Votes 1,140,049,384 49,467,926 8,196,630 209,576,157



4. Our shareholders ratified the selection of PricewaterhouseCoopers LLP as

our independent auditors for the year ending December 31, 2014, based on

the following voting results: Broker Non- For Against Abstain Votes 1,391,769,708 10,101,551 5,418,838 0 5. Our shareholders did not approve a shareholder proposal regarding a report on packaging, based on the following voting results: Broker Non- For Against Abstain Votes 319,082,318 803,084,765 75,546,857 209,576,157



Item 9.01 Financial Statements and Exhibits.

(d) The following exhibits are being filed with this Current Report on Form 8-K. Exhibit Number Description 10.1 Mondel?z International, Inc. Amended and Restated 2005 Performance Incentive Plan.



99.1 The section entitled "ITEM 3: Approve the Mondel?z International, Inc.

Amended and Restated 2005 Performance Incentive Plan" of the definitive proxy statement on Schedule 14A of Mondel?z



International,

Inc. filed on April 1, 2014 is incorporated herein by



reference.

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Source: Edgar Glimpses


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