Form 8-K Mondelez International, For: Jul 21

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 21, 2016

 

 

MONDELĒZ INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

Virginia		1-16483		52-2284372
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

Three Parkway North, Deerfield, Illinois 60015

(Address of principal executive offices, including zip code)

(847) 943-4000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

 

 

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 (see General Instruction A.2. below):

 

¨	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))

 

 

 

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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 July 21, 2016, Mondelēz International, Inc. increased the size of our Board of Directors (the “Board”) from 13 to 14 members and appointed Charles E. (Chuck) Bunch to the Board. The Board appointed Mr. Bunch a member of the Human Resources and Compensation Committee and the Governance, Membership and Public Affairs Committee. All of these actions are effective September 1, 2016.

Mr. Bunch 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 with the U.S. Securities and Exchange Commission (the “SEC”) on March 28, 2016. The form of indemnification agreement is an exhibit to our Annual Report on Form 10-K filed with the SEC on February 19, 2016.

There are no transactions between Mr. Bunch and us that would be reportable under Item 404(a) of Regulation S-K. Mr. Bunch 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.

Also on July 21, 2016, our Board appointed Nelson Urdaneta as our Vice President, Corporate Controller and Chief Accounting Officer effective September 1, 2016. Luca Zaramella, who has been our principal accounting officer since December 2014, will continue to serve as our Corporate Controller until the effective date of Mr. Urdaneta’s appointment.

Mr. Urdaneta, age 43, has been our Vice President Finance, Asia Pacific since August 2012. Prior to that, he served as Senior Finance Director Integrated Supply Chain, North America from August 2011 to August 2012.

There were no material changes to Mr. Urdaneta’s compensation arrangements relating to his promotion to Vice President, Corporate Controller and Chief Accounting Officer. Mr. Urdaneta was not selected pursuant to any arrangement or understanding between him and any other person. Mr. Urdaneta has no family relationships with any of our directors or executive officers. There have been no related party transactions between us and Mr. Urdaneta reportable under Item 404(a) of Regulation S-K.

Item 9.01. Financial Statements and Exhibits.

 

(d)	The following exhibit is being filed with this Current Report on Form 8-K.

 

Exhibit Number		Description
99.1		Mondelēz International, Inc. Press Release, dated July 22, 2016.

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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.

 

Date: July 22, 2016

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EXHIBIT INDEX

 

Exhibit Number		Description
99.1		Mondelēz International, Inc. Press Release, dated July 22, 2016.

Exhibit 99.1

 

 

Contacts:		Michael Mitchell (Media)		Shep Dunlap (Investors)
		+1-973-503-4533		+1-847-646-6299
		[email protected]		[email protected]

Mondelēz International Names

Charles E. Bunch to Board of Directors

Bunch Brings Extensive Operations and Cost-Management Expertise to Role

DEERFIELD, Ill. – July 22, 2016 – Mondelēz International today announced the appointment of Charles E. (Chuck) Bunch to its Board of Directors, effective Sept. 1, 2016. Bunch, 66, recently announced his retirement as Executive Chairman of the Board at PPG Industries, Inc., also effective Sept. 1. He served as PPG’s Chairman of the Board and CEO from 2005 to 2015. With this addition, the Mondelēz International Board will have 14 Directors, 13 of whom are independent.

“Chuck is another strong addition to our world-class Board of Directors,” said Irene Rosenfeld, Chairman and CEO. “His strategic skills and strong operational and cost-management expertise will be instrumental as we continue to create value for our shareholders by leveraging our portfolio, reducing costs and investing in growth.”

“The entire Board is delighted to welcome Chuck as a Director,” said Mark Ketchum, Lead Director. “I’m confident that his skills and perspective will complement the wealth of experience of our strong Board.”

After joining PPG in 1979, Bunch held positions in finance and planning, marketing, and general management in the United States and Europe during his first 15 years with the company. He was named Vice President of Architectural Coatings in 1994, and VP, Fiberglass, in 1995. Bunch was elected Senior Vice President of Strategic Planning and Corporate Services in 1997, and Executive Vice President, Coatings, in 2000. In 2002, he was named President and Chief Operating Officer. During his tenure as Chairman and CEO from 2005 to 2015, Total Shareholder Return at PPG Industries averaged nearly 15 percent a year.

 

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Bunch earned a bachelor’s degree in international affairs from Georgetown University and an MBA from the Harvard University Graduate School of Business Administration. Bunch is a member of the Boards of Directors of ConocoPhillips, Marathon Petroleum and the PNC Financial Services Group. He is a former Director of the H.J. Heinz Company Board, a former member of the University of Pittsburgh Board of Trustees, and a former Director and Chairman of the Federal Reserve Bank of Cleveland, the National Association of Manufacturers and the American Coatings Association (formerly the National Paint and Coatings Association).

About Mondelēz International

Mondelēz International, Inc. (NASDAQ: MDLZ) is a global snacking powerhouse, with 2015 net revenues of approximately $30 billion. Creating delicious moments of joy in 165 countries, Mondelēz International is a world leader in biscuits, chocolate, gum, candy and powdered beverages, with billion-dollar brands, such as Oreo, LU and Nabisco biscuits; Cadbury, Cadbury Dairy Milk and Milka chocolate; and Trident gum. 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 us on Twitter at www.twitter.com/MDLZ.

 

 

 

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