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	Letter from our Chairman and Chief Executive Officer			Letter from our Lead Director
March 29, 2019 Dear Fellow Shareholders, Thank you for your investment in Mondelēz International and for your continued support as we enter a new phase in the growth of our six-year-young company. I’m pleased with our progress in 2018. After five years of a more cost-driven approach, we have started to shift more of our attention to top-line growth, which started to show signs of acceleration during the year. We also formulated a new long-term strategy and took meaningful steps forward in our mission to lead the future of snacking around the world. Mondelēz International is a global leader in snacking, which is an attractive market, distinct from packaged foods, with strong growth and approximately $1.2 trillion in annual global consumer spending. Our new purpose as a company –  to empower people to snack right – has led us to take an in-depth look at consumers around the world and how their snacking behavior is evolving. It also guided our development of a new long-term strategy with well-defined priorities that will accelerate growth and generate shareholder value while creating a sustainable business with a positive impact on people and the planet. LONG-TERM PRIORITIES Following a comprehensive review during my first full year as CEO, we introduced a new long-term strategy that builds on our many advantages as a company. These include our leadership positions in the high-growth snacking categories, powerful global brands and local jewels, a real global presence, particularly in emerging markets, a strong value chain enabled by productivity initiatives and investments, and our talented people. To best leverage these strengths, our new strategic plan aims to: •     Accelerate Consumer-Centric Growth. We are adopting a new, more consumer-centric commercial approach that we believe will create more demand for our beloved global and local brands. It includes increasing our understanding of consumers through a set of proprietary insights about snacking behaviors and occasions that will allow us to target our investments in the areas of highest growth potential.			March 29, 2019 Dear Fellow Shareholders, Our Board is deeply committed to independent oversight and strong corporate governance to maximize the value of your investment. I’m honored that my fellow independent directors have selected me to serve as independent Lead Director, and I will continue to work hard to foster shareholder engagement and Board oversight and effectiveness. We are very pleased with the Company’s achievements in 2018, beginning with our leadership transition to new CEO Dirk Van de Put and the completion of a rigorous strategic review of the Company’s operations. We executed seamlessly on our leadership succession, including Dirk’s transition into the additional role of Chairman and Luca Zaramella’s assumption of the CFO role. I am particularly pleased that amidst all those changes we delivered strong financial results. Throughout the strategic review, the Board and management team worked in close coordination to craft a consumer-centric strategy that leverages our Company’s unique strengths in the attractive snacking market to accelerate growth. We are proud of our directors’ diverse backgrounds and considerable leadership experience at global companies. Our collective skill set – strategic planning, international operations, manufacturing, consumer products, marketing, innovation, food services, technology, people development, capital investments, finance and research – and diverse perspectives enable highly effective Board oversight and rigorous decision-making. In 2018, we refreshed the Board with the addition of two directors, Debra Crew and Peter May, who each possess proven track records with global food and beverage companies as well as deep financial acumen, marketing and international experience. All our directors except Chairman & CEO Dirk Van de Put are independent, and all committees are fully independent – an important feature of an effective Board. As independent Lead Director, I’m deeply engaged in my responsibilities, including the review and approval of the annual schedule of Board meetings, agenda topics, in addition to presiding at the meetings of independent directors in executive session. I chair the Governance, Membership and Public Affairs Committee and work to

•     Drive Operational Excellence. Ongoing cost and productivity focus remains fundamental to how we run the business. We are making incremental improvements to reduce our costs and have many initiatives underway to enhance our operations across sales, marketing and the supply chain. •     Build a Winning Growth Culture. We can only deliver on our growth opportunities by giving our people the tools, resources and incentives they need to perform at their very best. So, we are creating a winning growth culture that moves quickly, empowers our organization’s leaders at the local level, accelerates innovation and builds world-class capabilities across a diverse and inclusive workforce. The combination of our unique structural advantages and strategic plan gives us confidence that we can deliver on a new set of long-term financial targets and capital allocation priorities to create value for our shareholders, including: •     Organic Net Revenue(1) growth of 3 percent plus;   •     High-single digit Adjusted EPS(1) growth at constant currency;   •     Free Cash Flow(1) of $3 billion plus; and •     Dividend growth outpacing Adjusted EPS growth. A LOOK BACK AT OUR PROGRESS I am particularly pleased with the progress we have made towards bringing our new plan to life. In 2018 we: •     Launched a new approach to marketing, which includes more balanced investments in global and local brands and a completely new marketing playbook; •     Deployed a ‘test, learn and scale’ approach to innovation in our local business units; •     Launched our SnackFutures innovation and venture hub; •     Acquired the Tate’s premium biscuits business; •     Improved sales and route-to-market execution while delivering continued productivity improvements; •     Improved service levels in North America and achieved highest-ever service levels in Europe; •     Launched a new local-first commercial model to reduce complexity and increase speed; and •     Changed our incentive structure to include volume-driven growth and absolute profit-dollar growth metrics, as well as quality of results. These initiatives helped us deliver on all our financial commitments in 2018, including strong earnings growth, free cash flow and capital return to shareholders: •     Net revenues increased 0.2 percent; Organic Net Revenue(2) grew 2.4 percent; •     Diluted Earnings Per Share were $2.28, up 23 percent; Adjusted EPS(2) was $2.43, up 15 percent on a constant currency basis;

develop recommendations for committee structure, membership, rotations and chairs. I lead an annual Board, committee and director self-assessment process to identify opportunities for improvement, and I’m available for consultation with the Company’s major shareholders. Attracting, retaining and rewarding top talent through the Company’s compensation programs is critical to our success and a top priority of the Board. Our compensation program is, and has always been, strongly performance-based and aligned with shareholders’ interests. Following the say-on-pay vote last year, we carefully reviewed our compensation policies and engaged with investors to understand their perspectives. Based on conversations with major shareholders, we confirmed that the key drivers of last year’s vote were one-time issues related to our leadership transition – primarily the make-whole awards for our new CEO. Securing executive talent with a proven track record of success always comes with a cost, and the Board was confident in offering Dirk Van de Put substantial make-whole awards, most of which were in the form of company equity, as an investment in our future. The Company’s performance so far under Dirk’s leadership including in 2018 reinforces our confidence in the decision to bring him aboard to develop and execute our growth strategy. We are committed to closely linking all executives’ compensation to performance in a manner that supports the new strategy that Dirk is leading, and that is in line with comparable peers and best practices in corporate governance. The Board and Human Resources and Compensation Committee are also conducting in-depth analysis of our leaders and their future potential as part of our ongoing succession planning. In addition to its oversight and engagement in our strategic direction, business performance, acquisitions and divestitures and talent management, the Board is heavily involved in the Company’s commitment to create a positive impact on the world while driving business performance. Mondelēz International’s Sustainable and Mindful Snacking strategies bring together our environmental sustainability, consumer well-being, community engagement and safety projects and connect them to our business strategy in service of growth. I hope you will find our proxy statement and website to be useful resources to learn more about your Board, our corporate governance practices and policies and our sustainability and Impact initiatives. We take very seriously the trust you place in us through your investment in Mondelēz International. Your vote is important to us. We encourage you to read both our proxy statement and annual report in full and to vote in accordance with our recommendations. On behalf of all the directors, thank you for your continued support and investment in our Company. Sincerely, Joseph Neubauer

•     Cash provided by operating activities was $3.9 billion, Free Cash Flow(2) was $2.9 billion; and •     We returned $3.4 billion in capital to our shareholders through dividends and share repurchases; since the spin six years ago, we have returned more than $21 billion to our shareholders.   We exited the year with solid momentum and are increasing targeted investments in 2019 in support of a sustainable acceleration in long-term growth.   SUSTAINABLE AND MINDFUL SNACKING I am particularly proud that we continue to operate our business the right way, with a positive impact where people and the planet thrive. In 2018 we proudly: •     Committed to Making All Packaging Recyclable by 2025. As a part of this commitment, all paper-based packaging will be sustainably sourced by 2020 and 65 million kg of packaging material worldwide will be eliminated by 2020. •     Expanded Harmony Sustainable Wheat Program. We are scaling our sustainable wheat sourcing initiative to cover 100 percent of biscuit brands in the European Union by 2022. •     Added Milka Chocolate to Cocoa Life Sustainable Sourcing Program. One of our largest chocolate brands, Milka, joined Cocoa Life as part of our commitment to source all our cocoa sustainably over time. •     Increased Percentage of Portion Control Options in Our Portfolio. Smaller portions help encourage mindful consumption and we are well on-track to reach our target of 15 percent of the portfolio. •     Announced Ambitious Sugar Reduction Program in the United Kingdom. A new Cadbury Dairy Milk bar with 30 percent less sugar will be launched in the United Kingdom, offering consumers greater choice and helping them to manage their sugar intake. You can find more information about our Impact efforts on our website, including our commitments related to safety, sustainability, well-being snacks and serving the communities in which we operate.   LOOKING AHEAD I remain excited to lead an organization that is well-positioned and focused in its commitment to accelerate growth and create value for all our stakeholders ‒ shareholders, consumers, customers, colleagues and communities around the world. I look forward to engaging with you in the months ahead as we continue to execute our long-term strategy. On behalf of all my colleagues at Mondelēz International, thank you for your continued investment and support.   Best regards, Dirk Van de Put Chairman & CEO   (1) See definition in Annex A. (2) See the GAAP to non-GAAP reconciliation in Annex A.

PROXY STATEMENT

TIME AND DATE: 9:00 a.m. CDT on May 15, 2019	PLACE: NOAH’S Event Venue 200 Barclay Boulevard Lincolnshire, Illinois 60069	WHO MAY VOTE: Shareholders of record of Class A Common Stock at the close of business on March 12, 2019

(1)	To elect as directors the 13 director nominees named in the Proxy Statement;

(2)	To approve, on an advisory basis, the Company’s executive compensation;

(3)	To ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accountants for the fiscal year ending December 31, 2019;

(4)	To vote on two shareholder proposals if properly presented at the meeting; and

(5)	To transact any other business properly presented at the meeting and at any adjournments or postponements of the meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 15, 2019

Mondelēz International, Inc.’s Proxy Statement and Annual Report on Form 10-K for the year ended

December 31, 2018 are available at http://materials.proxyvote.com/609207.

Time and Date	9:00 a.m. CDT on Wednesday, May 15, 2019
Place	NOAH’S Event Venue 200 Barclay Boulevard Lincolnshire, Illinois 60069
Record Date	March 12, 2019
Voting	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.
Admission	Shareholders should follow the advance registration instructions described in Question 21 on page 93. The deadline for advance registration is 11:59 p.m. EDT on May 14, 2019.

Item			Voting Choices		Board’s Voting Recommendation			More Information
Company Proposals:
Item 1.	Election of 13 Directors		With respect to each nominee: For     Against     Abstain		FOR All Nominees			Page 8
Item 2.	Advisory Vote to Approve Executive Compensation		For     Against     Abstain		FOR			Page 81
Item 3.	Ratification of the Selection of PricewaterhouseCoopers LLP as Independent Registered Public Accountants for Fiscal Year Ending December 31, 2019		For     Against     Abstain		FOR			Page 83
Shareholder Proposals:
Item 4.	Report on Environmental Impact of Cocoa Supply Chain		For     Against     Abstain		AGAINST			Page 85
Item 5.	Consider Employee Pay in Setting Chief Executive Officer Pay		For     Against     Abstain		AGAINST			Page 87
Transact any other business that properly comes before the meeting.

	1

	The Board recommends a vote FOR each of the 13 director nominees listed below

				Membership
Name	Director Since	Primary Occupation	Indepen-dent	Audit	Finance	GMPAC(1)	HRCC(2)
Lewis W.K. Booth Age: 70	2012	Former Executive Vice President and Chief Financial Officer, Ford Motor Company	✓
Charles E. Bunch Age: 69	2016	Retired Executive Chairman, PPG Industries, Inc.	✓
Debra A. Crew Age: 48	2018	Former President and Chief Executive Officer, Reynolds American Inc., British American Tobacco p.l.c.	✓
Lois D. Juliber Age: 70	2007	Former Vice Chairman and Chief Operating Officer, Colgate-Palmolive Company	✓
Mark D. Ketchum Age: 69	2007	Former President and Chief Executive Officer, Newell Rubbermaid Inc.	✓
Peter W. May Age: 76	2018	President and a Founding Partner, Trian Fund Management, L.P.	✓
Jorge S. Mesquita Age: 57	2012	Former Executive Vice President and Worldwide Chairman, Consumer, Johnson & Johnson	✓
Joseph Neubauer Age: 77	2014	Former Chairman of the Board, ARAMARK Corporation	✓	+	+		+
Fredric G. Reynolds Age: 68	2007	Former Executive Vice President and Chief Financial Officer, CBS Corporation	✓
Christiana S. Shi Age: 59	2016	Former President, Direct-to-Consumer, Nike, Inc.	✓
Patrick T. Siewert Age: 63	2012	Managing Director and Partner, The Carlyle Group, L.P.	✓
Jean-François M. L. van Boxmeer Age: 57	2010	Chairman of the Executive Board and Chief Executive Officer, Heineken N.V.	✓
Dirk Van de Put Age: 58	2017	Chairman and Chief Executive Officer, Mondelēz International, Inc.

2	2019 Proxy Statement

12 of our 13 Directors are Independent	Average Tenure of our Independent Directors is 6.2 years

Gender Diversity	Age Diversity

	3

Key Practice/Policy	Benefit to Board and Shareholders
Lead Director. Independent Lead Director has substantive responsibilities: •    engages in planning and approval of meeting schedules/agendas; •    presides over frequent executive sessions of independent directors; and •    consults with major shareholders,	A highly effective and engaged Lead Director: •    enhances independent directors’ input and investors’ perspectives on agendas and discussions; •    fosters candid discussion during regular executive sessions of the independent directors; and •    provides feedback to management regarding the Board’s concerns and information needs.
Majority Independent Board. Mondelēz International requires that all non-management directors be independent. 12 of 13 directors are independent.	Substantial majority of independent directors in the boardroom and fully independent committees effectively oversee management on behalf of shareholders.
Annual Elections. Shareholders elect directors annually by majority vote.	Strengthens Board, committee and individual director accountability.
Special Meeting of Shareholders. By-Laws allow shareholders of record of at least 20% of the voting power of the outstanding stock to call a special meeting of shareholders.	Further strengthens Board accountability and encourages engagement with substantial shareholders regarding important matters.
Proxy Access. By-Laws provide for proxy access on market terms, enabling substantial shareholders to add their nominee(s) to the proxy statement.	Further strengthens Board accountability and encourages engagement with substantial shareholders regarding Board composition.
Regular Self-Assessment. Regular Board, committee and director self-assessments include candid, one-on-one conversations between Governance Committee Chair and each director.	•    Promotes continuous process improvement at the Board and its committees. •    Provides an opportunity to discuss individual directors’ contributions and performance, as well as solicit views on improving Board and committee performance.
Tenure/Retirement. Independent director tenure and retirement policies.	•    Tenure/retirement policies promote ongoing evolution and refreshment. •    Annual self-assessments provide a disciplined mechanism for director input into the Board’s evolution and succession planning process. •    Average tenure for independent directors is approximately six years.
Stock Ownership Requirements. Directors must own shares of our Common Stock in an amount equal to five times the annual Board cash retainer within five years of joining the Board. Distribution of actual shares occurs six months after the director ends his or her service as a director.	•    Aligns directors‘ and shareholders’ long-term interests; and •    Many directors exceed the minimum requirement
Engagement with Shareholders. We engage with shareholders to seek their input on emerging issues and to address their questions and concerns.	During the past year, engaged with a diverse mix of shareholders representing approximately 55% of voting power on various topics including, among others, our leadership transition, executive compensation, strategy, capital allocation, business performance, corporate governance, sustainability and corporate social responsibility. These exchanges were candid and constructive.

4	2019 Proxy Statement

	The Board recommends a vote FOR this Proposal

•

The alignment of the 2018 Compensation of our Chairman and CEO and our other named executive officers with our 2018 performance;

•

The pay-for-performance alignment built into the design of our incentive programs;

•

Our continued evaluation of our executive compensation program;

•

The changes made to our executive compensation program in both 2018 and 2019 that enhance our pay-for-performance culture; and

•

Our continued direct shareholder outreach and response to shareholder concerns.

•

Link pay to performance;

•

Put significant pay at risk based on both short-term and long-term performance;

•

Reward long-term sustainable performance;

•

Target pay at or near the median of our peer group;

•

Set substantive and challenging performance goals; and

•

Require executive officers to acquire and subsequently hold a significant amount of Common Stock.

1.

Attract, retain and motivate talented executive officers and develop world-class business leaders;

2.

Support business strategies that promote superior long-term shareholder returns;

3.

Align pay and performance by making a significant portion of Named Executive Officer (“NEO”) compensation variable and therefore dependent on achieving key financial and other critical strategic and individual goals; and

4.

Align NEO and shareholder interests through significant stock ownership requirements and equity-based incentive grants that link executive compensation to sustained and superior Total Shareholder Return (“TSR”).

•

Annual Cash Incentive Program

•

We achieved an above target financial performance rating of 134% under the 2018 Annual Cash Incentive Program resulting in above target annual incentive payouts to most of our NEOs.

•

Despite the challenging top-line environment, we generated above target Organic Net Revenue Growth as well as above target Adjusted Earnings per Share and Free Cash Flow; however, we performed below target on Adjusted Gross Margin Percent.

•

Performance Share Units (2016-2018 Performance Cycle)

•

We achieved a below target performance rating of 79% for the performance share unit awards subject to the 2016-2018 performance cycle. Our above target performance in 2018 was not able to fully offset the below target performance in 2016 and 2017.

•

We exceeded target on Adjusted Return on Invested Capital Increase but performed below target on Organic Net Revenue Growth and Annualized Relative TSR.

	5

	The Board recommends a vote FOR this Proposal

	The Board recommends a vote AGAINST this Shareholder Proposal

	The Board recommends a vote AGAINST this Shareholder Proposal

6	2019 Proxy Statement

	Visit the website listed on the proxy card/VIF to vote VIA THE INTERNET
	Scan the QR barcode on the proxy card/VIF to vote WITH YOUR MOBILE DEVICE
	Call the telephone number on the proxy card/VIF to vote BY TELEPHONE
	If you received paper copies of your proxy materials, mark, sign, date and return the proxy card in the enclosed envelope to vote BY MAIL

	7

•

general understanding of the varied disciplines relevant to the success of a large, publicly traded company in today’s global business environment;

•

understanding of the Company’s global businesses and markets; and

•

professional expertise and educational background.

•

other factors that promote diversity of views, knowledge and experience, including, among others, gender, race and national origin;

•

whether the individual meets various independence requirements, including whether an individual’s service on boards and board committees of other organizations is consistent with our conflicts of interest policy; and

•

whether the individual can devote sufficient time and effort to fulfill his or her responsibilities to the Company given the individual’s other commitments.

Key Competencies		Relevant Experience
Industry Knowledge vital to understanding and reviewing strategy, including the acquisition of businesses that offer complementary products or services		•      Food and Beverage •      Consumer Products
Significant Operating Experience as current or former executives of large global companies or other large organizations giving directors specific insight into and expertise that will foster active participation in the development and implementation of the Company’s operating plan and business strategy		•      CEO/COO •      Manufacturing Operations •      Retail Operations
Leadership Experience giving directors the ability to motivate, manage, identify and develop leadership qualities in others, as well as strong critical thinking, verbal communication skills, diversity of views and thought processes		•      CEO/COO or Other Leadership Positions at Complex Organizations   •      M&A/Alliances/Partnerships   •      Strategic Planning   •      Talent Assessment and        People Development/Compensation

8	2019 Proxy Statement

Key Competencies		Relevant Experience
Substantial Global Business and other International Experience given the Company’s global presence		•     Developed Markets   •     Emerging Markets   •     New Media/Digital Technology/       E-Commerce   •     Technology/IT Strategy   •     Government Affairs/ Regulatory/Compliance
Accounting and Financial Expertise enabling directors to analyze financial statements, capital structure and complex financial transactions and oversee accounting and financial reporting processes		•     CFO   •     M&A/Alliances/Partnerships   •     Financial Acumen/Capital Markets   •     Cost Management
Product Research, Development and Marketing Experience in food and beverage as well as complementary industries contributing to the identification and development of new food and beverage products and implementation of marketing strategies that will improve performance		•     Consumer Insights/Analytics   •     Research & Development   •     Innovation
Public Company Board and Corporate Governance Experience at large publicly traded companies providing directors with a solid understanding of their extensive and complex oversight responsibilities and furthering the goals of greater transparency, accountability for management and the Board and protection of shareholders’ interests		•     CEO/COO/Other Governance Leadership Positions   •     Government Affairs/Regulatory

•

Non-employee directors will have a tenure limit of 15 years.

•

Non-employee directors will not be nominated for election to the Board after their 75th birthday.

•

However, if a non-employee director aged 70 to 75 is appointed or elected to the Board, then that director will have a tenure limit of five years.

	9

10	2019 Proxy Statement

the Board recommends shareholders vote FOR the election

of each of the 13 DIRECTOR nominees LISTED BELOW.

	11

12	2019 Proxy Statement

	13

14	2019 Proxy Statement

	15

16	2019 Proxy Statement

	17

 

 

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Corporate Governance  

Our Board is committed to corporate governance practices that promote and protect the long-term interests of our shareholders. We design our corporate governance practices to provide a robust and balanced framework for the Board in upholding its fiduciary responsibilities and to promote accountability with, and trust in, the Company. Our Board believes that having and adhering to a strong corporate governance framework is essential to our long-term success. This section describes our governance policies, key practices, Board leadership structure and oversight functions.

Governance Guidelines

Key Elements of our Governance Framework, Practices and Policies Enhance our Board’s Effectiveness and Accountability to Shareholders

The Guidelines articulate our governance philosophy, practices and policies in a range of areas, including the Board’s role and responsibilities, Board composition and structure, responsibilities of the Board’s committees, CEO and Board performance evaluations and succession planning. At least annually, the Governance Committee reviews the Guidelines and recommends any changes to the Board for its consideration.

 

 

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  Corporate Governance  

 

 

 

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  Corporate Governance  

 

Director Onboarding and Education

We provide new directors with a substantive onboarding program. They meet with numerous executives to learn about different aspects of the Company’s operations. They are invited to attend various Board committee meetings prior to joining any committees. Once they are appointed to committees, they meet with the Company officers who support those committees.

During their service, Directors have opportunities to meet and talk with our employees during Board visits to Company facilities and during Board and committee meetings. In recent years, individual directors have taken the opportunity to experience our Direct Store Delivery model by riding along as one of our drivers covers an assigned route, to meet with employees involved in our e-commerce initiatives and to observe a Line of the Future during production.

In addition, the Company supports director participation in continuing education programs. The Company reimburses directors for reasonable costs associated with attendance.

Board Leadership Structure

The Board has a duty to act as it believes to be in the best interests of the Company and its shareholders, including determining the leadership structure that will best serve those interests. The By-Laws provide the Board flexibility in determining its leadership structure. The Board may determine that the CEO also serves as Chairman, but if it does so, the independent directors also appoint an independent Lead Director with substantive responsibilities. Within this framework, the Board determines the most appropriate leadership structure at a given time in light of the Company’s needs and circumstances, as described below.

The Board recognizes the importance of the Company’s leadership structure to our shareholders and regularly receives and considers input on the topic obtained through engagement with our shareholders. Many have expressed the opinion that there is no “one size fits all” solution for leadership structure.

In considering which leadership structure will allow it to carry out its responsibilities most effectively and best represent shareholders’ interests, the Board takes into account various factors. Among them are our specific business needs, our operating and financial performance, industry conditions, economic and regulatory environments, the results of Board and committee annual self-assessments, the advantages and disadvantages of alternative leadership structures based on circumstances at that time, shareholder input and our corporate governance practices.

Board’s Current Leadership Structure Provides Independent Leadership and Management Oversight

Mr. Neubauer has served as Lead Director since 2018. The Lead Director serves annual terms, subject to re-appointment by the independent directors. The independent directors selected Mr. Neubauer because he is well-positioned to lead a high-performing Board by keeping it focused, coordinating across committees and ensuring effective information flow to the directors. He is also building a productive relationship between the Board and Mr. Van de Put by providing him with candid, constructive feedback from the Board. Finally, he serves as a contact person for our shareholders.

The Board carefully considered its leadership structure, including whether the role of Chairman should be a non-executive position or combined with that of the CEO. Following due consideration, the Board concluded that combining these roles best positions Mr. Van de Put to promote shareholders’ interests and contribute to the Board’s efficiency and effectiveness because of his knowledge of the Company and food industry and the competitive environment in which we operate. The Board also believes that he is in the best position at this time to promote the alignment of our strategic and business plans, inform the Board about our global operations and critical business matters including oversight of the Company’s risk management process, and discuss with the Board key risks and management’s responses to them.

Because of their ability and commitment to working closely together, the Board believes that our independent Lead Director, committee chairs and Mr. Van de Put provide appropriate leadership and oversight of the Company and facilitate effective functioning of both the Board and management.

 

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  Corporate Governance  

 

Independent Lead Director Role and Responsibilities

The Board believes that independent Board leadership and oversight are vital to the Board’s effectiveness, which is why it established the substantive and expansive position of independent Lead Director. The independent directors annually select the Lead Director for a one-year term. The Board created the Lead Director position to provide strong leadership of the Board’s affairs on behalf of shareholders, increase the Board’s effectiveness, promote open communication amongst the independent directors and serve as the principal liaison between the Chairman and the other independent directors.

The Lead Director has significant authority and responsibilities with respect to the operation of the Board that serve to protect shareholders’ interests by promoting strong management oversight and accountability. Under the Guidelines, the Lead Director, in consultation with the other independent directors, has the following substantive duties and responsibilities:

Director Independence

All directors are independent except for our Chairman and CEO

The Guidelines require that at least 80% of the directors meet the Nasdaq listing standards’ independence requirements. In order to determine that a director is independent, the Board must affirmatively determine, after reviewing all relevant information, that a director has no relationship with Mondelēz International or any of its subsidiaries that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

The Board determined that, under Nasdaq’s listing standards’ independence requirements, the following directors are independent: Lewis W.K. Booth, Charles E. Bunch, Debra A. Crew, Lois D. Juliber, Mark D. Ketchum, Peter W. May, Jorge S. Mesquita, Joseph Neubauer, Fredric G. Reynolds, Christiana S. Shi, Patrick T. Siewert and Jean-François M. L. van Boxmeer. The Board also determined that Nelson Peltz, former director, was independent during the time that he served as a director.

Mr. Van de Put is not independent because he is a Mondelēz International employee. Irene B. Rosenfeld, former director, was not independent because she was a Mondelēz International employee.

Oversight of Risk Management

Our business faces various risks, including strategic, financial, operational and compliance risks:

 

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  Corporate Governance  

 

Our ERM process is ongoing and implemented at all levels of our operations and across business units to identify, assess, monitor, manage and mitigate risk. Our ERM process facilitates open communication between management and the Board so that the Board and committees understand key risks to our business and performance, our risk management process and how it is functioning, the participants in the process and the information gathered through the process. The Audit Committee annually reviews the functioning of our ERM process as well as the results of our annual ERM risk assessment.

Annually, the Audit Committee reviews and approves management’s recommendation for allocating to the full Board or another committee or retaining for itself responsibility for reviewing and assessing key risk exposures and management’s response to those exposures. Management provides reports to the Board or the appropriate committee in advance of meetings regarding key risks and the actions management has taken to monitor, control and mitigate these risks. Management also attends Board and committee meetings to discuss these reports and provide any updates. The committees report key risk discussions to the Board following their meetings. Board members may also further discuss the risk management process directly with members of management.

During 2018, the Board and committees reviewed and assessed risks related to our business and operations as shown below. The Board annually reviews and sometimes reallocates responsibilities amongst committees. Accordingly, the allocation of responsibilities and/or descriptions of risk categories shown in this table may change during 2019.

 

 

(1) For a discussion about risk oversight relating to the compensation programs, see “Board Committees and Membership – Human Resources and Compensation Committee – How the Compensation Committee Manages Compensation-Related Risk.”

 

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  Corporate Governance  

 

Codes of Conduct

Code of Business Conduct and Ethics for Non-Employee Directors

We have adopted the Code of Business Conduct and Ethics for Non-Employee Directors. It fosters a culture of honesty and integrity, focuses on areas of ethical risk, guides non-employee directors in recognizing and handling ethical issues and provides mechanisms to report unethical conduct. Annually, each non-employee director must acknowledge in writing that he or she has received, reviewed and understands the Code of Business Conduct and Ethics for Non-Employee Directors.

Code of Conduct

We have adopted the Code of Conduct that applies to all our employees (the “Code of Conduct”). The Code of Conduct reflects values and contains important rules employees must follow when conducting business. The Code of Conduct is part of our global compliance and integrity program. The program provides training throughout the Company and encourages reporting of wrongdoing by offering anonymous reporting options and a non-retaliation policy.

We intend to disclose in the Corporate Governance section of our website any amendments to the Code of Business Conduct and Ethics for Non-Employee Directors or Code of Conduct and any waiver granted to an executive officer or director under these codes.

Governance Documents

To learn more about our corporate governance practices, you can access the following corporate governance documents at www.mondelezinternational.com/investors/corporate-governance. We will also provide copies of any of these documents to shareholders upon written request to the Corporate Secretary.

You can access the Code of Conduct at www.mondelezinternational.com/about-us/compliance-and-integrity.

Review of Transactions with Related Persons

Related Person Transactions Policy and Procedures

The Board has adopted a written policy regarding “related person transactions.” In general, “related persons” are the following persons and their immediate family members: directors, executive officers and shareholders beneficially owning more than 5% of the outstanding Common Stock. A related person transaction is one in which Mondelēz International is a participant, the amount involved exceeds $120,000 and any related person had, has or will have a direct or indirect material interest. The Governance Committee reviews transactions that might qualify as related person transactions. If the Governance Committee determines that a transaction qualifies as a related person transaction, then the Governance Committee reviews and approves, disapproves or ratifies the transaction. The Governance Committee approves or ratifies only those related person transactions that are fair and reasonable to Mondelēz International and in our shareholders’ best interests. When it is not practicable or desirable to delay review of a transaction until a committee meeting, the chair of the Governance Committee reviews and approves or ratifies potential related person transactions and reports to the Governance Committee any transaction so approved or ratified. When reviewing and acting on a related person transaction under this policy, the Governance Committee considers, among other things:

 

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  Corporate Governance  

 

Any member of the Governance Committee who is a related person with respect to a transaction under review may not participate in the deliberations or decisions regarding the transaction.

Review of Related Person Transactions Since January 1, 2018

On February 6, 2019, BlackRock, Inc. (“BlackRock”), an investment management corporation, filed a Schedule 13G/A with the SEC reporting that it was a greater than 5% shareholder of the Company as of December 31, 2018. During 2018, BlackRock acted as an investment manager with respect to certain investment options under our U.S., Canadian and Puerto Rican retirement savings plans and Canadian, Irish and U.K. pension plans. BlackRock was selected as an investment manager by each plan’s designated authority for plan investments. BlackRock’s selection was based on the determination of each plan’s designated authority that the selection met applicable standards and that the fees were reasonable and appropriate. BlackRock’s fees were approximately $3.0 million during 2018. Each of the plans for which Blackrock performed services paid the fees for those services from its assets. The plans expect to pay similar fees to BlackRock during 2019 for similar services. Fees, based on plan asset value, are paid quarterly on a lagging basis.

Shareholder Outreach and Communications with the Board

As part of our effort to understand better our shareholders’ perspectives, we regularly engage with our shareholders, seeking their input and perspectives on various matters. During 2018 and 2019, non-employee directors and members of senior management conducted comprehensive shareholder engagement, which included outreach to shareholders in the aggregate representing approximately 55% of our outstanding stock. In addition, we engaged with shareholders at roundtables and corporate governance forums. We discussed a variety of topics, including the Company’s business strategy, executive compensation and environmental, social and governance matters. These discussions were very productive and we appreciate that our shareholders took the time to share their perspectives and questions with us.

Interested parties may directly contact the Board, the Lead Director, any of the independent directors or any committee of the Board regarding matters relevant to the Board’s duties and responsibilities. Information about how to do so is available at www.mondelezinternational.com/Investors/corporate-governance#contacts.

The Corporate Secretary:

The Lead Director is available for consultation with our major shareholders.

 

 

 

 

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Board Committees and Membership

The Governance Committee considers and makes recommendations to the Board regarding the Board’s committee structure and membership.

Throughout 2018, the Board had, and it currently has, four standing committees: Audit, Finance, Governance and Compensation. The Board periodically reviews and rotates committee memberships. Accordingly, the membership shown in this table may change during 2019.

Committee Membership

 

 

+ As Lead Director, Mr. Neubauer is an ex-officio non-voting member of all committees of which he is not a member.

* In addition, the Finance Committee acted twice by unanimous written consent and the Compensation Committee acted once by unanimous written consent.

⁽¹⁾ As of May 16, 2018, the Board appointed Ms. Crew and Mr. May to the Committees noted above, Mr. Mesquita was appointed to the Governance Committee and Mr. Neubauer was appointed Lead Director, replacing Mr. Ketchum.

 

 

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  Board Committees and Membership  

 

Meeting Attendance

Directors are expected to attend all Board meetings, the Annual Meeting and all meetings of the committees on which they serve. We understand, however, that occasionally a director may be unable to attend a meeting,

Audit Committee

The Board established the Audit Committee in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 (the “Exchange Act”). The Board has determined that all of the Audit Committee members are independent within the meaning of the Nasdaq listing standards and Rule 10A-3 of the Exchange Act. The Board also determined that all Audit Committee members are able to read and understand financial statements in accordance with Nasdaq listing standards and are financially literate in accordance with the New York Stock Exchange listing standards. The Board has determined that Fredric G. Reynolds and Patrick T. Siewert are “audit committee financial experts” within the meaning of SEC regulations and have financial sophistication in accordance with Nasdaq listing standards. No Audit Committee member received any payments in 2018 from us other than compensation for service as a director.

Under its charter, the Audit Committee is responsible for overseeing our accounting and financial reporting processes and audits of our financial statements. The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accountants, including review of their qualifications, independence and performance.

Among other duties, the Audit Committee also oversees:

The Audit Committee has established procedures for the receipt, retention and treatment, on a confidential basis, of any complaints we receive. We encourage employees and third-party individuals and organizations to report concerns about our accounting controls, auditing matters or anything else that appears to involve financial or other wrongdoing. To report such matters, please visit www.mondelezinternational.com/about-us/compliance-and-integrity for information about reporting options.

 

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  Board Committees and Membership  

 

 

 

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  Board Committees and Membership  

 

Pre-Approval Policies

The Audit Committee’s policy is to pre-approve all audit and non-audit services provided by the independent registered public accountants. These services may include audit services, audit-related services, tax services and other permissible non-audit services. The pre-approval authority details the particular service or category of service that the independent registered public accountants will perform. Management reports to the Audit Committee on the actual fees charged by the independent registered public accountants for each category of service.

During the year, circumstances may arise when it becomes necessary to engage the independent registered public accountants for additional services not contemplated in the original pre-approval authority. In those instances, the committee approves the services before we engage the independent registered public accountants. In case approval is needed before a scheduled committee meeting, the committee has delegated pre-approval authority to its Chair. The Chair must report on such pre-approval decisions at the committee’s next regular meeting.

The Audit Committee pre-approved all 2018 audit and non-audit services provided by the independent registered public accountants.

Independent Registered Public Accountants’ Fees

Aggregate fees for professional services rendered by our independent registered public accountants, PricewaterhouseCoopers LLP, for 2018 and 2017 were:

 

 

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  Board Committees and Membership  

 

Audit Fees include (a) the integrated audit of our consolidated financial statements, including statutory audits of the financial statements of our affiliates and our internal control over financial reporting and (b) the reviews of our unaudited condensed consolidated interim financial statements (quarterly financial statements).

Audit-Related Fees include professional services in connection with employee benefit plan audits and procedures related to various other audit and special reports.

Tax Fees include professional services in connection with tax compliance and advice.

All Other Fees include professional services in connection with seminars and compliance reviews.

All fees above include out-of-pocket expenses.

Finance Committee

The Board has determined that all of the Finance Committee members are independent within the meaning of the Nasdaq listing standards. The Finance Committee’s charter sets out its responsibilities, which include reviewing and making recommendations to the Board on significant financial matters, including:

The Finance Committee also reviews and discusses with management:

Governance, Membership and Public Affairs Committee

The Board has determined that all of the Governance Committee members are independent within the meaning of the Nasdaq listing standards. The Governance Committee’s charter sets out its responsibilities. Among its responsibilities are:

 

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  Board Committees and Membership  

 

Political Activity and Governance

We maintain a robust governance framework for overseeing our political activities. We do so responsibly and transparently, with priority on compliance with federal, state and local laws. The Governance Committee oversees our policies and programs related to corporate citizenship and public policy issues significant to the Company. As our success depends on sound public policies, we regularly work with government officials regarding matters of concern in accordance with applicable laws and regulations.

 

Mondelēz International has proud history of involvement in the communities where employees live and work, including participation in the political process to support policies that impact our communities, employees and businesses. We provide comprehensive disclosure of political activity through our website (www.mondelezinternational.com/investors/corporate-governance/board-responsibilities-leadership/board-oversight) reflecting our policies and procedures for making political contributions and expenditures. In addition, the website provides information on our lobbying activities and a link to the lobbying disclosure reports we file with the U.S. Congress. A list of trade associations to which we pay dues of over $50,000 annually, including the portion of dues attributable to lobbying, can also be found on our website. As demonstrated by the robustness of our reporting, we are firmly committed to providing shareholders with transparency over our political activities.

Human Resources and Compensation Committee

Human Resources and Compensation Committee Independence, Interlocks and Insider Participation

The Board determined that all Compensation Committee members are independent within the meaning of the Nasdaq listing standards, including the heightened independence criteria for Compensation Committee members. All are “non-employee” directors under SEC rules and outsider directors under the Internal Revenue Code of 1986, as amended (the “Code”). None of the Compensation Committee’s members are or were:

Responsibilities

The Compensation Committee’s charter sets out its responsibilities. Among its responsibilities are to:

 

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  Board Committees and Membership  

 

The Compensation Committee has the authority to delegate any of its responsibilities to the committee’s Chair, another Compensation Committee member or a subcommittee of Compensation Committee members, unless prohibited by law, regulation or any Nasdaq listing standard.

The Compensation Committee’s Use of an Independent Compensation Consultant

The Compensation Committee retains an independent compensation consultant to assist in evaluating executive compensation programs and advise regarding the amount and form of executive and director compensation. It uses a consultant to provide additional assurance that our executive and director compensation programs are reasonable, competitive and consistent with our objectives. It directly engages the consultant under an engagement letter that the Compensation Committee reviews at least annually.

Since September 2009, the Compensation Committee has retained Compensation Advisory Partners LLC (“CAP”) as its independent compensation consultant. Annually, the Compensation Committee reviews CAP’s engagement. During 2018, CAP provided the Compensation Committee advice and services, including:

 

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  Board Committees and Membership  

 

For the year ended December 31, 2018, CAP provided no services to Mondelēz International other than consulting services to the Compensation Committee regarding executive and non-employee director compensation.

At least annually, the Compensation Committee reviews the current engagements and the objectivity and independence of the advice that CAP provides to it on executive and non-employee director compensation. The Compensation Committee considered the six specific independence factors adopted by the SEC and Nasdaq and determined that CAP is independent and CAP’s work did not raise any conflicts of interest.

Executive Officers Have a Limited Role in the Compensation Committee’s Determination of Executive Compensation and Recommendations to the Board Regarding Non-Employee Director Compensation

 

The Compensation Committee’s Role in Management Succession Planning and Development

 

Succession planning for senior management positions, which facilitates continuity of leadership over the long-term, is critical to our success and important at all levels within our organization. Our Board’s involvement in leadership development and succession planning is systematic, strategic and continuous. The Compensation Committee oversees the development and retention of senior management talent while also maintaining an appropriate succession plan for our CEO. Additionally, the Board has contingency plans for emergencies such as the death or disability of the CEO.

 

The Compensation Committee, together with the CEO, regularly reviews senior management talent, including readiness to take on additional leadership roles and developmental opportunities needed to prepare leaders for greater responsibilities. The CEO also provides a regular review to the Compensation Committee of the executive leadership team. While the Compensation Committee has the primary responsibility to develop succession plans for the CEO position, it annually reports to the Board and decisions are made at the Board level. Potential leaders interact with Board members through formal presentations and during informal events. More broadly, the Board is updated on key talent indicators for the overall workforce, including diversity, recruiting and development programs.

 

How the Compensation Committee Manages Compensation-Related Risk

As it does each year, in 2018, the Compensation Committee evaluated whether our compensation designs, policies and practices operate to discourage our executive officers and other employees from taking unnecessary or excessive risks. As described in the “Compensation Discussion and Analysis,” we design our compensation to incentivize executives and other employees to achieve the Company’s financial and strategic goals as well as individual performance goals that promote long-term shareholder returns. Our compensation design discourages our executives and other employees from taking excessive risks for short-term benefits that may harm the Company and our shareholders in the long-term. The Compensation Committee uses various strategies to mitigate risk, including:

 

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  Board Committees and Membership  

 

In addition, the Audit Committee oversees our ethics and compliance programs that educate executives and other employees on appropriate behavior and the consequences of inappropriate actions. These programs not only drive compliance and integrity but also encourage employees with knowledge of bad behavior to report concerns by providing multiple reporting avenues while protecting reporting employees against retaliation.

CAP also reviewed the Compensation Committee’s risk analysis, including the underlying procedures, and confirmed the Compensation Committee’s conclusion below.

In light of these analyses, the Compensation Committee believes that our compensation programs do not create risks that are reasonably likely to have a material adverse effect on the Company.

 

Governance Framework Around the Use of EPS in Our Incentive Programs

 

The Compensation Committee believes it is appropriate to base executive compensation on performance metrics that align with our external reporting framework and how shareholders and other stakeholders measure our performance. Accordingly, the EPS metric we use in our incentive programs, like our external targets, accounts for our capital allocation plans for the year, including expected share repurchases. The Compensation Committee recognizes there are differing views among investors as to whether share repurchases should be factored into EPS targets in executive compensation programs, but believes our robust governance and compensation practices mitigate the risk that an executive would act imprudently. Specifically,

 

 

 

 

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Compensation of Non-Employee Directors

Review of Non-Employee Director Compensation

Our Compensation Committee reviews non-employee director compensation to confirm the compensation we offer is market appropriate without being excessive. To support the Compensation Committee’s review, as requested, CAP:

Using CAP’s assessment, the Compensation Committee determines whether to recommend the Board make any changes to the compensation for the non-employee directors. No changes were made to non-employee director compensation for 2018.

Summary of 2018 Compensation Elements

 

We do not pay non-employee directors any meeting fees.

We also do not pay a Company employee who serves as a director any additional compensation for serving as a director. Currently, Dirk Van de Put is the only director who is a Company employee.

 

Plan Limits on Non-Employee Director Grants

Our shareholder-approved Amended and Restated 2005 Performance Incentive Plan (the “Equity Plan”) caps the maximum fair market value of Common Stock grants made to any non-employee director in any calendar year at $500,000. All stock grants made in 2018 to non-employee directors were significantly below this amount. See the “2018 Non-Employee Director Compensation” and “2018 Non-Employee Director Equity Awards” tables for specific values.

Cash Compensation – Board, Lead Director and Committee Chair Retainers

We pay our non-employee directors their cash retainers quarterly. The Mondelēz International, Inc. 2001 Compensation Plan for Non-Employee Directors allows directors to defer 25%, 50%, 75% or 100% of their cash retainers into notional unfunded accounts. These accounts mirror certain of the investment options under the Thrift 401(k) Plan offered to U.S. salaried employees.

If the Board appoints a non-employee director during the year (i.e., other than at the annual meeting of shareholders), we pay that director prorated compensation for the balance of the year. We prorate cash compensation based on the number of days remaining in the calendar year.

 

 

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  Compensation of Non-Employee Directors  

 

Equity Compensation – Annual Equity Grant

We make annual equity grants to our non-employee directors following the annual meeting of shareholders. In order to align directors’ interests with shareholders during the directors’ service, grants are in the form of vested deferred stock units. We distribute actual shares six months after the director ends his or her service as a director. When we pay a dividend on our Common Stock, we accrue the value of the dividends that we would have paid on the deferred stock units. Six months after the director ends his or her service as a director, we issue shares to the director equal to the accumulated accrued value.

If the Board appoints a non-employee director during the year (i.e., other than at the annual meeting of shareholders), we prorate the annual equity grant value based on the number of months until the next annual meeting of shareholders over a denominator of twelve months.

Director Stock Ownership Guidelines

To align our non-employee directors’ and our shareholders’ interests, we expect our non-employee directors to hold shares of our Common Stock. Our expectations are as follows:

 

If a non-employee director does not meet these ownership expectations, the Lead Director will consider the non-employee director’s particular situation and may take action as deemed appropriate. As of March 12, 2019, each director serving for at least five years met or exceeded the ownership expectation.

Company Match for Director Charitable Contributions

Non-employee directors are eligible to participate in the Mondelēz International Foundation (the “Foundation”) Matching Gift Program. Each year, the Foundation will generally match up to $15,000 in contributions by a non-employee director to any 501(c)(3) non-profit organization(s).

 

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  Compensation of Non-Employee Directors  

 

 

2018 Non-Employee Director Compensation

(1) Includes all retainer fees earned or deferred pursuant to the 2001 Compensation Plan for Non-Employee Directors.

(2) The amounts shown in this column represent the full grant date fair value of the deferred stock unit grants in 2018 as computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. Assumptions used in the calculation of these amounts are included in Note 11 to the consolidated financial statements contained in our 2018 Form 10-K. The deferred stock units are immediately vested, but receipt of the shares is deferred until six months after the director no longer serves on the Board. The 2018 Non-Employee Director Equity Awards Table provides further detail on the non-employee director grants made in 2018 and the number of stock awards outstanding as of December 31, 2018.

(3) Represents Foundation contributions made as part of the Foundation Matching Gift Program. Annual match limits are based on gift date, not the match date by the Foundation. As such, the amounts reflected may represent gifts that directors made in 2017 but the Foundation did not match until 2018.

(4) In accordance with our policy, Ms. Crew and Mr. May each received two deferred stock unit grants in 2018. In connection with their respective appointments as directors effective March 1, 2018, they each received a prorated deferred stock unit grant of 1,003 units. In addition, each received the annual deferred stock unit grant of 4,429 units on May 16, 2018 simultaneously with all of the other non-employee directors in connection with the 2018 annual meeting of shareholders.

(5) Effective March 1, 2018, Mr. Peltz concluded his service on the Board. His 2018 retainer payment was prorated based on the date his term ended. He did not receive an annual equity grant during 2018.

 

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  Compensation of Non-Employee Directors  

 

2018 Non-Employee Director Equity Awards

(1) The amounts shown in this column represent the full grant date fair value of the deferred stock units granted in 2018 as computed in accordance with FASB ASC Topic 718.

(2) In accordance with our policy, Ms. Crew and Mr. May each received two deferred stock unit grants in 2018. In connection with their respective appointments as directors effective March 1, 2018, they each received a prorated deferred stock unit grant of 1,003 units. In addition, each received the annual deferred stock unit grant of 4,429 units on May 16, 2018 simultaneously with all of the other non-employee directors in connection with the 2018 annual meeting of shareholders.

 

 

 

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Compensation Discussion and Analysis

 

We delivered key financial and strategic commitments in 2018:

 

 

We announced an 18% dividend per share increase in the third quarter of 2018 and returned $3.4 billion of capital to shareholders while continuing to invest in our business. We believe the compensation paid to our named executive officers for 2018 appropriately reflects and rewards their contribution to our performance.

 

Our results demonstrate the power of our brands, the strength of our global footprint and the potential of our strategic plan. In September 2018, we unveiled our new strategy to position us to lead the snacking industry. Our new strategy has three key pillars centered around:  

To accelerate our top line, we are emphasizing volume-driven growth and more agile innovation. In addition, we are increasing investment across both local and global brands, as well as pursuing opportunities to expand into faster growing channels and geographies. Our new strategy also includes a focus on operational excellence across the entire organization. We intend to drive end-to-end improvements in our processes and systems to make us more efficient. We are building a winning growth culture with a “local first” commercial approach that emphasizes speed, innovation and sustainable growth and profitability metrics that are aligned with our overall financial goals, which we believe will generate attractive long-term returns.

To drive our goals, we will focus on changing our ways of working, which includes shifting more decision making down to a local level, reducing complexity, increasing our test and learn approach to innovation and creating a reward structure that is fully aligned with our growth objectives.

To align our reward structure with our new strategy, our 2019 compensation program will emphasize Organic Volume (sales volume that excludes the impact of acquisitions and divestitures) and Organic Net Revenue Growth, Adjusted Gross Profit and Adjusted Operating Income (“OI”) dollar growth (or Adjusted EPS for Corporate) at planned foreign exchange rates and Free Cash Flow. We will shift focus from Adjusted Gross Margin Percent to Adjusted Gross Profit dollars and increase investments to drive growth. As we are targeting high single-digit Adjusted EPS growth over the long term, Adjusted OI dollar growth will be an important measure. To incent a high quality of results, market share will return as an overlay in the Annual Incentive Program. See “Changes to our Executive Compensation Program” for more specific detail on the changes made to support our new strategy.

This Compensation Discussion and Analysis explains the guiding principles and practices upon which our executive compensation program is based as well as the compensation paid to our 2018 named executive officers:

 

 

 

 

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  Compensation Discussion and Analysis  

 

2018 Say-On-Pay Vote and Shareholder Outreach

Weighting Organic net revenue growth-2.1% (below threshold) adjusted ROIC- 9.7% annualized relative TSR- 64th percentile 0% rating 80% rating 128% rating 84% Performance rating Below Threshold-0% Target-100% Maximum-200%
Weighting 40% 40% 10% 10% Organic net revenue growth- 0.9% 78% defined EPS—$2.03 good defined free cash flow-$1,579 million 68% cash conversion cycle -11 days 150% below threshold -0% target-100% maximum-200% 107% preliminary corporate rating-15 percentage point (“PP”) reduction for market share overlay 92% final corporate rating

We were very disappointed when only 45% of the votes cast at our 2018 annual meeting were in favor of our say-on-pay proposal. Historically, we have received an average of 90% of votes in favor of say-on-pay. Given the low 2018 vote, the Board and Compensation Committee recognized the vote reflected significant shareholder dissatisfaction. Therefore, we refocused our extensive shareholder outreach to better understand the reasons for the substantial decrease in support.

Significant Outreach to Shareholders

In response to the vote, we increased our dialogue with shareholders to obtain a thorough understanding of their concerns, their views on our overall executive compensation program and actions needed to address such concerns. Accordingly, in 2018 and 2019, non-employee directors and members of senior management conducted comprehensive shareholder engagement, including outreach to shareholders in the aggregate representing approximately 55% of our outstanding stock. 

What We Heard and How We Are Responding

Throughout our discussions, we heard broad support for our ongoing compensation programs, but shareholders consistently raised concerns relating to the compensation actions supporting the CEO succession and transition in 2017. Although these were one-off actions taken in response to a particular situation and not part of our regular executive compensation program, we have taken the feedback into consideration and will continue to do so when structuring compensation in similar circumstances in the future.

The chart below details the concerns we heard from shareholders and how we are responding to those concerns:

 

 

 

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  Compensation Discussion and Analysis  

 

How We Design our Executive Compensation Program

The Compensation Committee oversees our executive compensation program focusing on the following primary goals:

Design Principles:

 

 

 

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  Compensation Discussion and Analysis  

 

Changes to our Executive Compensation Program

Although concerns expressed by shareholders were primarily related to one-time events in 2017 and not our ongoing executive compensation program, we did make some changes to our executive compensation program in both 2018 and 2019 to enhance our pay-for-performance culture and support our new strategy; these changes were generally well received during discussions with shareholders.

 

 

 

 

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  Compensation Discussion and Analysis  

 

 

 

The Company uses two different groups of companies to benchmark executive compensation and assess relative performance. We use our Compensation Survey Peer Group to assess the competitiveness of the compensation of our named executive officers (global peers of similar size who are primarily consumer-facing). We use our Performance Peer Group to assess relative performance (industry peers).

The Compensation Committee, with input from its independent compensation consultant, refreshed our Compensation Survey Peer Group in 2019. We had not changed this peer group since 2012 and changes in the Company warranted a review of our comparator companies. Reassessing this peer group resulted in a set of compensation peers more closely aligned to our business, complexity, breadth, scope, median revenues and market capitalization. The median revenue of our new Compensation Survey Peer Group is $25.3 billion compared to our 2018 revenue of $25.9 billion. We made the following changes to the Compensation Survey Peer Group for 2019:

 

 

In constructing our Compensation Survey Peer Group, the Compensation Committee considered global companies with the following attributes:

The Compensation Committee also considered companies outside the consumer products industry based on the following criteria:

 

 

 

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  Compensation Discussion and Analysis  

 

The companies added to the Compensation Survey Peer Group are U.S.-based consumer product companies that are of similar complexity and size and have sizable foreign operations. Companies removed from the Compensation Survey Peer Group included both foreign-based competitors where benchmark compensation data is unavailable for most roles and U.S.-based companies that are more complex or in market sectors that are irrelevant to our Company.

The Compensation Committee, with input from its independent compensation consultant, CAP, also reviewed the Performance Peer Group but did not make any changes as that group continues to be a good fit for performance comparisons. See “Peer Groups for Pay and Performance” for additional information on our peer groups.

 

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  Compensation Discussion and Analysis  

 

Our Executive Compensation Governance Practices

Reflect Best Practices to Protect and Promote our Shareholders’ Interests

 

 

 

 

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  Compensation Discussion and Analysis  

 

 

Peer Groups for Pay and Performance

As previously referenced in “Changes to our Executive Compensation Program,” we use our Compensation Survey Peer Group to benchmark executive compensation against companies of similar size, scope, structure and industry and our Performance Peer Group to assess our relative performance against industry peers.  

Composition and Purpose of our Compensation Survey Peer Group

Our 2018 Compensation Survey Peer Group is unchanged from 2017 other than reflecting DowDuPont Inc. after the merger of The Dow Chemical Company and E.I. du Pont de Nemours and Company. The median annual revenue of the Compensation Survey Peer Group companies at the time of our 2018 benchmarking was $31.2 billion.

In determining appropriate compensation levels for our executives, the Compensation Committee reviews compensation levels for comparable roles at companies in our Compensation Survey Peer Group. Aon Hewitt (“Aon”) provides the underlying compensation benchmarking data. At the request of the Compensation Committee, CAP reviews and evaluates Aon’s data.

As previously mentioned, we made changes to our Compensation Survey Peer Group for 2019 to better reflect our size and complexity. See “Changes to our Executive Compensation Program” for additional information.

Competitive Positioning

The Compensation Committee’s compensation strategy is to benchmark total direct compensation (at target levels), including base salary and annual and long-term incentives, at or near the median of our Compensation Survey Peer Group. Company and individual performance will determine whether actual compensation received is above or below the Compensation Survey Peer Group median.

To further validate our compensation levels, using data provided by CAP, the Compensation Committee retrospectively evaluates how well we aligned pay-for-performance compared with our Compensation Survey Peer Group.

Composition and Purpose of our Performance Peer Group

We compare our financial and TSR performance against our Performance Peer Group. The Performance Peer Group comparison allows us to link long-term incentive compensation directly to the delivery of superior financial results relative to our food and beverage industry peers.

Industry competitors primarily focused on the production and marketing of food and non-alcoholic beverages, regardless of revenue size or market capitalization, comprise our 2018 Performance Peer Group. We directly compete with these companies, so comparing our results with this peer group’s performance provides a valuable and relevant measure of our performance. Specifically, we compare our annualized TSR with the median annualized TSR of our Performance Peer Group to assess our results against the TSR performance measure for our performance share units. This group of companies is less relevant when we compare compensation levels for certain executive positions because differences in company size and complexity reduce comparability.

 

 

 

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  Compensation Discussion and Analysis  

 

Individual Executive Compensation Program Elements

We do not generally enter into employment agreements with any of our NEOs beyond their initial offer and transition compensation. All U.S.-based NEOs, including our CEO, are “at will” employees. This table identifies and describes the primary elements of the 2018 executive compensation program for our NEOs, including detail on each element’s specific program objective. A more detailed discussion, including definitions of the financial measures used in our Annual Cash Incentive Program and performance share unit grants, can be found in Annex A. We discuss individual compensation decisions for each NEO later in this section.

 

 

 

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  Compensation Discussion and Analysis  

 

Total Target Compensation Mix

The charts below compare the 2018 total target compensation mix for our CEO and, on average, our other NEOs serving as executive officers on December 31, 2018 with the average of the companies in our Compensation Survey Peer Group. This compensation mix includes base pay, target annual incentive and long-term incentive grants. The charts show that our target compensation mix aligns closely with that of our Compensation Survey Peer Group.

 

 

 

Base Salary

Overview

Base salary is the only element of compensation that is fixed. In setting base salaries for our NEOs, the Compensation Committee generally starts by targeting base salary at or near the median of our Compensation Survey Peer Group based on the executive’s comparable role. The Compensation Committee then considers several other factors, including NEO performance, level of responsibility, experience, potential to assume roles with greater responsibility and, if relevant, host country salary data. The Compensation Committee reviews NEO salaries annually. If awarded, salary increases for executive officers are generally effective April 1.

If there is a notable change in an executive officer’s role and responsibilities during the year, the Compensation Committee considers whether an increase is warranted.

2018 Compensation Actions

Mr. Zaramella’s annual base salary was increased to $700,000 on August 1, 2018 when he became Executive Vice President and Chief Financial Officer (“CFO”) and completed an international permanent transfer to the United States. The Compensation Committee set his base salary below the median of our Compensation Survey Peer Group with the expectation of bringing Mr. Zaramella’s base salary to parity with the peer group based on performance over time. In April 2018, prior to his appointment as CFO, Mr. Zaramella received a base salary increase based on his individual performance assessment in his previous role.

 

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  Compensation Discussion and Analysis  

 

Effective as of her June 11, 2018 start date, Ms. Alviti’s annual base salary is $600,000. The Compensation Committee set Ms. Alviti’s base salary at the median of our Compensation Survey Peer Group to reflect her several years of experience as a Chief Human Resources Officer (“CHRO”) at her previous employer.

None of our other NEOs received a base salary increase in 2018.

Annual Incentive Program

Overview

We design our Annual Cash Incentive Program to motivate our NEOs to achieve or exceed our annual financial and strategic goals. The Compensation Committee sets the formula, target, threshold and maximum annual incentive opportunities at the beginning of each year. Targets are set based on internal financial and operating plans for the year as well as external market factors. The Compensation Committee determines actual awards earned by an NEO on annual financial results and individual NEO performance. Annual incentive award payouts can vary greatly from year-to-year based on actual Company financial performance as well as individual performance relative to the target goals.

Annual Incentive Program Award Formula

The Compensation Committee used the formula below to determine the awards to NEOs under the 2018 Annual Incentive Program. The Financial Result Weighting increased to 80% in 2018 (from 60% in 2017) and the Individual Performance Weighting decreased to 20% in 2018 (from 40% in 2017).

 

 

 

lry as of December 31,2018 target annual incentive opportunity (% of base salary)= target annual incentive amount target annual incentive amount financial result weighting (80%) corporate rating (0-200%) target annual incentive amount individual performance weighting (20%) individual performance rating (0-200%) actual program award

 

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  Compensation Discussion and Analysis  

 

In setting the target annual incentive opportunity for each NEO, the Compensation Committee annually reviews benchmark data from our Compensation Survey Peer Group. Based on the data for the executive’s comparable role, the Compensation Committee generally sets the target annual incentive opportunity at or near the median of our Compensation Survey Peer Group. The chart below describes each of the Annual Incentive Program elements.

 

 

 

 

 

 

 

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  Compensation Discussion and Analysis  

 

2018 Annual Incentive Performance Results

Our 2018 financial performance included:

2018 Corporate Rating

To determine awards for all NEOs except Mr. Walter, the Compensation Committee first evaluated the 2018 Company results against the 2018 Company performance goals:

 

 

Overall, we achieved an above target performance rating of 134% for Corporate under the 2018 Annual Cash Incentive Program.

2018 North America Rating

To determine the award for Mr. Walter, the Compensation Committee first evaluated the 2018 North America results against the 2018 North America performance targets:

 

 

This performance resulted in a rating of 76% for North America under the 2018 Annual Cash Incentive Program. The Compensation Committee considered the targets, actual results and overall business unit rating in North America in determining the final 2018 award for Mr. Walter.

 

Individual Performance Ratings

At the beginning of each year, based on the annual financial and strategic plan, our CEO and the other NEOs develop annual quantitative and qualitative objectives. Our CEO discusses his objectives with the Compensation Committee. Following this discussion and input, the Compensation Committee approves the CEO’s annual goals.

At the conclusion of the annual performance period:

 

 

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  Compensation Discussion and Analysis  

 

Based on its evaluation, the Compensation Committee determined each NEO’s individual performance rating for 2018 considering primarily the factors described in the following table:

 

 

 

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  Compensation Discussion and Analysis  

 

Annual Cash Incentive Program Decisions

 

The Compensation Committee retains discretionary authority to adjust the final Corporate and North America ratings (up or down) by as much as 25 percentage points (“pp”) to recognize more subjective, less quantifiable factors – such as how well we performed based on compliance, diversity and the quality of our results. The Compensation Committee did not adjust any 2018 performance ratings.

After determining the 2018 corporate rating and each NEO’s individual performance against the annual objectives described above, the Compensation Committee approved the following annual incentive cash payments:

 

⁽¹⁾ Mr. Zaramella’s 2018 annual incentive award was prorated at a 55% target through July 31, 2018; from August 1, 2018 through December 31, 2018 his target was 100%.

⁽²⁾ Mr. Gladden received a prorated 2018 annual incentive award for service through July 31, 2018 based on actual individual and Company performance for his 2018 employment at the Company. He did not receive any other compensation upon separation from the Company and forfeited his outstanding long-term incentive grants.

⁽³⁾ Ms. Alviti’s 2018 annual incentive award was prorated based on her June 11, 2018 hire date.

 

Equity Program

Overview

We design our equity grants to align our executive officers’ and shareholders’ interests. For our 2018 equity program, the Compensation Committee used the same mix used in 2017: 75% performance share units and 25% NQSOs.

 

 

The Compensation Committee develops target long-term incentive grants based on an analysis of competitive target grant levels that approximate the median total long-term incentives of our Compensation Survey Peer Group. The Compensation Committee may make an equity grant to an NEO above or below target based on the Compensation Committee’s qualitative review of the NEO’s individual performance. Generally, the equity grant value is between 50% and 150% of the target.

2017 equity program 75% performance share units incents achievement of long-term operational objectives strengthens retention facilitates stock ownership strengthens ties to shareholders 25% NQSOs requires share price appreciation for value creation strengthens retention facilitates stock ownership strengthens ties to shareholders 25% adjusted ROIC increase 25% organic net revenue growth 50% annualized relative TSR

 

 

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  Compensation Discussion and Analysis  

 

Annual Equity Grants to NEOs

The table below shows the 2018 annual equity grants to our NEOs. These grants reflect individual performance, Company performance and external market positioning.

 

 

⁽¹⁾ Except for Ms. Alviti, the grant date for the annual equity grants was February 22, 2018. Grants of performance share units are reflected at target since actual shares earned, if any, will be determined after the three-year performance cycle ending on December 31, 2020.

⁽²⁾ Mr. Gladden received a 2018 annual equity grant; however, upon his separation it was forfeited.

⁽³⁾ Ms. Alviti received an annual equity grant on her June 11, 2018 employment start date, in lieu of the grant she would have received from her prior employer. These performance share units and stock options are generally subject to the same terms and conditions as the grants made to the NEOs on February 22, 2018.

We present the actual equity grants, including grant date fair value, in the 2018 Summary Compensation Table and 2018 Grants of Plan-Based Awards table under “Executive Compensation Tables.” Our 2018 annual equity grant date was the regularly scheduled Compensation Committee meeting following the release of our annual financial results. The exercise price for all NQSO grants equals the closing stock price on the grant date.

Performance Share Units

The Compensation Committee grants performance share units as a part of the annual equity grant to motivate executives to 1) achieve or exceed our long-term financial goals and 2) deliver top-tier shareholder returns. The Compensation Committee sets performance targets for a three-year performance cycle.

At the end of the three-year performance cycle, the awards will only vest if the Compensation Committee determines that Company results meet or exceed the performance thresholds that the Compensation Committee set at the beginning of the cycle. The number of shares earned by an executive depends on the Company’s achievement of key financial measures and annualized TSR relative to the median of our Performance Peer Group. Vesting and settlement via issuance of shares occurs in the first quarter following the end of the performance cycle, provided the Compensation Committee certifies performance at or above threshold levels.

To address unforeseen or unintended consequences, the Compensation Committee retains discretion to adjust the final business performance rating for a performance cycle (up or down) by as much as 25pp, allowing it to factor in a subjective review of quality of financial results, portfolio management, innovation and talent development. Dividend equivalents accrue during the performance period and are paid out in cash in the first quarter following the issuance of shares. The amount paid is based on the actual number of shares earned under the plan.

The Compensation Committee uses the following formula to determine actual shares earned by participants, including our NEOs. Each element of this formula is discussed below.

 

 

 

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  Compensation Discussion and Analysis  

 

2018-2020 Performance Cycle Design

 

 

For the 2018-2020 performance share units, the target set for Annualized Relative TSR is the median of the Performance Peer Group. The Compensation Committee sets our financial performance targets for Organic Net Revenue Growth and Adjusted EPS Growth based on annual average growth while also taking into consideration our long-term strategy and external guidance.

Although we do not prospectively disclose specific financial performance targets, we do disclose them retrospectively, along with results, at the end of each performance cycle (see “2016-2018 Performance Cycle Results”). Revealing specific targets prospectively would provide competitors and other third parties with insights into our confidential planning process and strategies and potentially harm us competitively.

We design our financial performance targets to be challenging and there is a plausible risk that no shares will be earned or that awards will payout below target. To provide shareholders with a better understanding of our performance goals, we have provided some guidance below on the performance targets, thresholds and maximums for our 2018-2020 performance cycle.

 

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  Compensation Discussion and Analysis  

 

 

 

The performance measures for cash awards under our Annual Incentive Program and share awards for our performance share units both include Organic Net Revenue Growth and Adjusted EPS Growth. Both Organic Net Revenue Growth and Adjusted EPS Growth are fundamental drivers of shareholder value that we believe should be incentivized over both the short- and long-term. One-year targets (under the Annual Incentive Program) and three-year targets (for the performance share units) for Organic Net Revenue Growth and Adjusted EPS Growth create complimentary, yet different, incentives for our employees to achieve strategic goals and are key drivers impacting our operational and financial performance and advancing our new strategic plan.

The Compensation Committee uses different benchmarks to measure performance relative to each metric:  

And  

2016-2018 Performance Cycle Results

The Compensation Committee determined the shares earned for the 2016-2018 performance cycle based on a performance rating that included the Company’s performance on key financial goals (Organic Net Revenue Growth and Adjusted ROIC Increase) and an Annualized Relative TSR goal. In determining our Annualized Relative TSR performance, we used our 2018 Performance Peer Group (see “Composition and Purpose of our Performance Peer Group”). The following chart details:

The Compensation Committee did not apply any discretion to adjust the final business performance rating for the 2016-2018 performance cycle. Based on the financial performance rating, we achieved a below target performance rating of 79% for the performance share unit awards subject to the 2016-2018 performance cycle. Actual results for the 2016-2018 performance cycle included:

 

 

⁽¹⁾ See definitions in Annex A.

 

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  Compensation Discussion and Analysis  

 

Performance Share Unit Awards for the 2016-2018 Performance Cycle

Based on target awards and the performance rating, the shares earned (before taxes) for each NEO for the 2016-2018 performance cycle were as follows:

 

 

⁽¹⁾ Messrs. Van de Put and Walter and Ms. Alviti did not receive awards for the 2016-2018 performance cycle because they commenced employment after the first year of the performance cycle.

⁽²⁾ Mr. Zaramella received the 2016-2018 PSU grant before he was an NEO; as such, his award had different performance metrics than Mr. Cofer’s award.

⁽³⁾ Mr. Gladden forfeited all outstanding equity as of his separation date.

 

2018 Performance Cycle Results for the CEO

Upon joining the Company, Mr. Van de Put was granted 228,194 performance share units subject to a one-year performance period ending on December 31, 2018. Since the performance cycle was complete at year end 2018, the Compensation Committee determined the shares earned based on achievement against key financial goals: 2018 Adjusted EPS Growth vs. 2017 and 2018 Organic Net Revenue Growth. The chart below details the target and actual result for each metric and the final achievement against the goals:  

 

Based on the target award and the performance rating, 100% of the 228,194 shares were earned under the plan. Achieving the 2018 Organic Net Revenue Growth target could have increased the number of shares earned by 25%. Since the target was not met, the number of shares earned was not increased. Although the performance period is complete, the shares do not vest until January 1, 2020, subject to Mr. Van de Put’s continued employment through such date.

 

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  Compensation Discussion and Analysis  

 

Other 2018 Compensation Actions

The following compensation actions occurred for specific reasons described below. They are not part of our recurring compensation program.

Mr. Gladden’s Separation

Mr. Gladden, our former Executive Vice President and CFO, terminated his employment on July 31, 2018 and received a prorated Annual Incentive Program award for his period of employment in 2018. The payout was based on actual business and individual performance results and was paid at the same time as for all employees. All of his unvested equity awards were forfeited.

2018 Equity Grant to Mr. Zaramella Effective with His Appointment to CFO

In line with our internal succession plan, effective August 1, 2018, Mr. Zaramella was appointed as Executive Vice President and CFO. To align his 2018 equity award more closely to benchmark roles in our peer group, Mr. Zaramella received a one-time performance-based equity grant that:

 

 

CHRO Recruitment Package

Ms. Alviti commenced employment as Executive Vice President and Chief Human Resources Officer on June 11, 2018. To offset the loss of certain compensation she forfeited from her previous employer and to incent her to join the Company, the Compensation Committee approved compensation including:

Upon an involuntary termination without cause or termination due to death, disability or Good Reason as defined under “Executive Compensation Tables – Potential Payments Upon Termination or Change in Control.” Ms. Alviti will fully vest in the deferred stock units. Other than the vesting schedule and separation treatment described above, terms are the same as annual grants to our other employees.

 

 

 

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  Compensation Discussion and Analysis  

 

Requiring Our Executives to be Significant Shareholders

To further align NEO and shareholder interests, and to incent our NEOs to focus on shareholders’ interests, the Compensation Committee requires all executives to hold a significant amount of Common Stock. Importantly, the Committee also requires NEOs to hold 100% of stock received upon vesting of performance share units or deferred stock units or upon the exercise of stock options for at least one year following the event. The following chart summarizes our requirements.

 

Our stock ownership requirements are comparable to or greater than such requirements at the majority of companies in our Compensation Survey Peer Group.

The Compensation Committee monitors our executives’ compliance with these requirements. As of March 12, 2019, all of our NEOs satisfied, exceeded or were on track to meet their stock ownership requirements and adhered to the holding requirements.

 

Other Compensation Elements

 

 

 

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  Compensation Discussion and Analysis  

 

Deferred Compensation

In 2018, our U.S.-based NEOs were eligible to participate in the Mondelēz Global LLC Executive Deferred Compensation Plan (“MEDCP”), a voluntary non-qualified deferred compensation plan. The MEDCP allows executives to defer, on a pre-tax basis, up to 50% of their salary and up to 100% of their award under the Annual Incentive Program. NEOs may invest deferred amounts in one or more notional investment options.

The MEDCP is similar to plans provided to executive officers at many of the companies in our Compensation Survey Peer Group. The Compensation Committee believes the MEDCP aids in recruitment and assists executives in managing their future cash flow.

Limited Perquisites; No Executive-Only Welfare Plans or Tax Gross-ups

The Compensation Committee believes offering certain limited perquisites is important for executive retention and recruitment. We offer limited perquisites, including car and financial planning allowances, to our NEOs similar to those offered by companies in our Compensation Survey Peer Group and do so at comparable costs.

In addition, based on the findings of an independent, third-party security study, we require our CEO to use a private (non-commercial) aircraft for both business and personal travel. Use of private aircraft allows our CEO to be more secure, productive and efficient when traveling, particularly since we do business in over 150 countries.  

Our NEOs generally participate in the same retirement, health and welfare plans broadly available to all salaried employees in the location where they are based.

The footnotes to the Summary Compensation Table under “Executive Compensation Tables” list the perquisites we provided to our NEOs in 2018. We do not provide our NEOs with tax gross-ups on perquisites or health and welfare benefits.  

Retirement and Separation Benefits

 

 

 

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  Compensation Discussion and Analysis  

 

Retirement Benefits

Our U.S.-based NEOs are eligible for broad-based U.S. employee benefit plans on the same terms as U.S. salaried employees, including two tax-qualified plans – the Mondelēz Global LLC Retirement Plan (“Retirement Plan”) and the Mondelēz Global LLC Thrift Plan (“Thrift Plan”). The Retirement Plan was closed to new participants in 2009; as a result, only Mr. Cofer participates in that plan. Accruals under the Retirement Plan and the defined benefit portion of the Supplemental Plan (as defined below) will cease after 2019. U.S. salaried employees who are not eligible to participate in the Retirement Plan receive a Company contribution based on a percentage of eligible compensation under the Thrift Plan.

We also provide an unfunded non-qualified plan, the Mondelēz Global LLC Supplemental Benefits Plan (“Supplemental Plan”), for eligible U.S. employees. The Supplemental Plan provides benefits not provided under the Retirement Plan or Thrift Plan because:

The Compensation Committee believes the Retirement Plan, Thrift Plan and non-qualified Supplemental Plan are integral pieces of our overall executive compensation program because they promote the retention of our executive leadership team over the long-term. The Compensation Committee believes our NEOs should receive the same defined benefit accruals, be able to defer the same percentage of their compensation and receive the same corresponding notional employer contributions as all other employees, without regard to the Code’s compensation limit applicable to tax-qualified plans or whether the NEO has elected to defer compensation.

 

Change in Control Severance Plan

In order to better ensure the retention of our executive leadership team in the event of a potentially disruptive corporate transaction, we maintain a Change in Control Severance Plan (the “CIC Plan”) for key senior executive officers. The CIC Plan is consistent with similar plans maintained by companies in our Compensation Survey Peer Group, including eligibility and severance benefit levels. We structure separation payments to help assure that key executives, including our NEOs, would be available to facilitate a successful transition following a change in control and provide a competitive level of severance protection if the executive is involuntarily terminated without cause or resigns for good reason within two years following a change in control (“double trigger”). In the event that a payment under the CIC Plan or otherwise triggers an excise tax under Code Section 4999, the payment will be the greater of the full benefit or a reduced benefit that does not trigger the excise tax as determined on an after-tax basis for each. We do not provide any tax gross-ups for taxes payable on change in control benefits.

We further describe the severance arrangements and other benefits provided under the CIC Plan (as well as the equity treatment upon certain separations in the event of a change in control) under “Executive Compensation Tables – Potential Payments Upon Termination or Change in Control.”

Non-Change in Control Severance Agreements

Although we generally do not have individual severance or employment agreements with any of our NEOs, we would typically provide separation benefits as consideration for the NEO entering into an agreement protecting our interests. The severance payments and other benefits provided to a typical NEO are described under “Executive Compensation Tables – Potential Payments Upon Termination or Change in Control.”

 

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  Compensation Discussion and Analysis  

 

Our Policy Authorizing Recoupment of Executive Incentive Compensation in the Event of Certain Restatements or Significant Misconduct

The Board or an appropriate committee of the Board may determine the extent to which the incentive-based compensation of any NEO or executive officer involved in a restatement or significant misconduct should be recouped. The Board or committee, in its discretion, may then take the actions it deems necessary or appropriate to address the events that gave rise to the restatement or misconduct and to prevent its recurrence. Those actions may include, to the extent permitted by applicable law:

Our Trading Restrictions, Anti-Hedging and Anti-Pledging Policy

Our insider trading policy limits the timing and types of transactions in Mondelēz International securities by Section 16 officers, including our NEOs (and any member of the Section 16 officer’s family sharing the same household, any corporations or other business entities they control or manage and any trusts of which they are the trustee or otherwise have investment control over). Among other restrictions, the policy:

Our insider trading policy also prohibits our executive officers and certain additional executives from holding Mondelēz International securities in a margin account or pledging Mondelēz International securities as collateral for a loan.

Our Policy on Qualifying Compensation for Tax Deductibility

Section 162(m) of the Code generally places a limit of $1 million per year on the amount of deductible compensation paid to certain "covered employees," which includes our named executive officers. Section 162(m) exempted from this limitation "qualified performance-based compensation" with respect to taxable years beginning on or before December 31, 2017. Recent changes to the Code provide for a transition rule that continues to exempt qualified performance-based compensation that is payable pursuant to a binding written agreement in effect on November 2, 2017 but otherwise generally repeals the exemption for performance-based compensation. Historically, our annual incentive payout and long-term incentive grants were intended to be deductible under Section 162(m). The Committee did, however, reserve the right to, in its sole discretion, pay compensation that was not deductible under Section 162(m) if it determined that paying such compensation was needed in order to attract, retain or provide incentives to our NEOs, or was otherwise desirable. Given complexities in the tax rules, it is also possible that compensation intended to qualify for the qualified performance-based compensation exception did not so qualify. The Committee believes that shareholder interests are best served if it retains discretion and flexibility in awarding compensation. Even though some compensation awards may result in non-deductible compensation expenses, the Committee intends to maintain strong pay-for-performance alignment of executive compensation arrangements notwithstanding loss of deductibility for certain compensation due to the repeal of the exemption for performance-based compensation.

 

 

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Executive Compensation Tables

2018 Summary Compensation Table

 

(1) For Mr. Zaramella, this amount includes an accrued vacation payout in connection with his August 1, 2018 localization to the United States. This payout was paid in Swiss francs, and the values for this table have been converted to U.S. dollars using the conversion rate on December 31, 2018 (the “Exchange Rate”). For Mr. Gladden, this amount includes an accrued vacation payout due to his separation from the Company.

(2) Reflects the portion of Ms. Alviti’s sign on award paid in cash in 2018. Ms. Alviti will need to re-pay this amount if she leaves the company prior to June 11, 2020.

(3) Reflects grants of deferred stock units and performance share units. The amounts shown represent the full grant date fair value of the stock grants made in each year as computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 11 to the consolidated financial statements contained in our 2018 Form 10-K. For performance share units, the amounts are based on the probable outcome of the performance conditions as of the grant date. Below is a breakout of the applicable 2018-2020, 2017-2019 and 2016-2018 performance share unit grants for each NEO assuming maximum performance. Mr. Zaramella’s two 2018-2020 performance share unit grants have the same terms, consistent with the annual grant. Ms. Alviti’s grant, which was made on her date of hire, has the same terms as the annual grant.

 

(4) Reflects stock option grants. The amounts shown represent the full grant date fair value of the options granted in each year as computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 11 to the consolidated financial statements contained in our 2018 Form 10-K.

(5) Reflects awards made under our 2018 Annual Cash Incentive Program (“AIP”), which were settled in March 2019.

 

 

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  Executive Compensation Tables  

 

(6) Reflects the aggregate increase in the actuarial present value of the benefits under the Mondelēz Global LLC Retirement Plan and Mondelēz Global LLC Supplemental Benefits Plan I, as applicable. Mr. Van de Put, Mr. Zaramella, Mr. Gladden, Ms. Alviti and Mr. Walter are not eligible to participate in the Mondelēz Global LLC Retirement Plan. The amount for Mr. Cofer is shown as zero due to the fact that his accrued pension value decreased as of December 31, 2018.

(7) The amounts shown in the “All Other Compensation” column for 2018 reflect the following:

 

 

(a) Consistent with the findings of an independent, third-party security study, for security and personal safety, we require Mr. Van de Put to use a private (non-commercial) aircraft for all travel. Mr. Van de Put used a Company-leased aircraft for all travel. The incremental cost of personal use of the Company-leased aircraft, as reflected in the table, is the actual invoice to the Company. Mr. Van de Put is responsible for taxes in connection with his personal aircraft use and we do not reimburse him for those taxes.

(b) All U.S. executive officers are eligible for an annual financial counseling allowance up to $7,500 and, in the case of Mr. Van de Put, up to $10,000.

(c) All eligible U.S. employees, including our NEOs, receive matching Company contributions for contributions made to the Mondelēz Global LLC Thrift Plan and Mondelēz Global LLC Supplemental Benefits Plan I, if applicable. Similarly, all eligible U.S. employees hired or localized to the United States after 2008 who are not otherwise eligible to participate in the Mondelēz Global LLC Retirement Plan, including Mr. Van de Put, Mr. Zaramella, Mr. Gladden, Ms. Alviti and Mr. Walter, receive an additional non-elective Company contribution to the Mondelēz Global LLC Thrift Plan and Mondelēz Global LLC Supplemental Benefits Plan I, if applicable, equal to 4.5% of eligible compensation.

(d) At the time of his hire, Mr. Walter received our standard executive relocation assistance program, which covers moving, travel and other expenses in connection with his international relocation. Tax payments are also provided to cover the additional taxes due solely to the relocation assistance program in accordance with the policy.

(e) Mr. Zaramella, a Swiss expatriate, received payments in conjunction with his international assignment in the United States until his localization effective August 1, 2018. These payments were similar to the types of payments generally made to other employees who accept an international assignment with the Company. Payments are designed to mitigate the inconvenience of an international assignment by covering expenses for an expatriate in excess of what the expatriate would have incurred if the employee had remained in his or her home country. These payments include housing expenses, cost of living adjustments, travel expenses and other assignment related expenses. Expenses incurred in Switzerland in Swiss francs are converted to U.S. dollars using the Exchange Rate. The tax equalization payments are made pursuant to our Tax Equalization Policy and are designed to cover the additional taxes, if any, that an employee incurs due solely to the international assignment. The tax equalization amount is negative due to the fact that the effective Swiss tax rate, which Mr. Zaramella was responsible for while on assignment, is higher than the effective U.S. tax rate. Mr. Zaramella also received a benefit associated with the Company selected tax services provider preparing his required tax returns.

Mr. Cofer, a former U.S. expatriate who repatriated back to the United States in 2016, had residual assignment-related tax expenses; however, the tax equalization amount is negative due to the amount and timing of repayments related to tax equalization settlements. Mr. Cofer also received a benefit associated with the Company-selected tax services provider preparing his required tax returns.

(f) Generally, all salaried employees in the United States are eligible for a computer allowance under our Bring Your Own Computer Program, which allows eligible employees to purchase a computer of their choice for work purposes. Mr. Walter received a payment under this program.

(g) Mr. Van de Put and Mr. Walter each incurred a business-related tax expense associated with business travel to Canada. As the travel was business-related, the Company paid the Canadian tax expense on their behalf and the associated tax gross-up.

 

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  Executive Compensation Tables  

 

2018 Grants of Plan-Based Awards

 

(1) Table does not include a “threshold” column because under our 2018 AIP a zero payout was possible if threshold performance levels were not achieved and individual performance did not warrant a payout. Actual amounts under our 2018 AIP were settled in March 2019 and are disclosed in the Non-Equity Incentive Plan Compensation Annual Incentive Awards column in the 2018 Summary Compensation Table. The maximum amounts equal 200% of target.

(2) No threshold column is included because a zero payout is possible if threshold performance levels are not achieved. The target number of units shown in the table reflects the number of shares of our Common Stock earned if performance is achieved at target levels. Actual shares earned under the 2018-2020 performance cycle will be issued no later than March 15, 2021 assuming threshold performance is achieved. All shares will be awarded net of applicable tax withholding. Dividend equivalents accrue during the performance cycle and will be paid out at the end of the performance cycle in cash, net of applicable tax withholding, based on the actual number of shares earned for the performance cycle, if any.

(3) Dividend equivalents are generally paid on unvested deferred stock units at a similar time as dividends are paid to our shareholders.

(4) Exercise price equals the closing price of our Common Stock on the grant date.

(5) Amounts represent the grant date fair value of the awards as computed in accordance with FASB ASC Topic 718.

 

 

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  Executive Compensation Tables  

 

2018 Outstanding Equity Awards at Fiscal Year-End

 

 

(1) All outstanding equity for Mr. Gladden was forfeited effective as of his July 31, 2018 separation date.

(2) The vesting schedule for all outstanding unvested stock and stock options is as follows:

 

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  Executive Compensation Tables  

 

 

 

(3) The market value of unearned shares is based on the December 31, 2018 closing price of $40.03.

(4) Actual number of shares earned ranges between 0% and 200% depending on actual performance for the performance cycle. Amount reflects target award level for the 2017-2019 performance cycle and maximum award level for the 2018-2020 performance cycle.

 

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  Executive Compensation Tables  

 

2018 Options Exercised and Stock Vested

 

(1) Amount shown is calculated based on the fair market value of the Common Stock on the date of exercise.

(2) Amounts shown are calculated based on the fair market value of the Common Stock on the date of vesting and include the value of shares awarded for the 2016-2018 performance cycle based on actual performance for the cycle, which ended on December 31, 2018, and the December 31, 2018 closing price of $40.03. The amounts also include earned dividend equivalents for deferred stock units and accrued dividend equivalents for performance share units based on the actual share award for the 2016-2018 performance cycle. The amounts shown include the following:

 

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  Executive Compensation Tables  

 

2018 Pension Benefits

 

(1) No U.S.-based salaried employee hired after 2008 or localized to the United States after 2015 is eligible to participate in the Mondelēz Global LLC Retirement Plan. Therefore, no amounts are shown for Mr. Van de Put, Mr. Zaramella, Mr. Gladden, Ms. Alviti and Mr. Walter. Mr. Zaramella was a participant in the Pension Fund Mondelez Switzerland.

(2) The years of credited service under the plans are equivalent to the years of total service for each NEO except for Mr. Zaramella. For Mr. Zaramella, the years of credited service is through July 31, 2018 when he localized to the United States and was required to take a distribution from the Pension Fund Mondelez Switzerland. This plan pays benefits in Swiss francs; the values for this table have been converted to U.S. dollars using the Exchange Rate.

(3) For Mr. Cofer, the amount reflects the actuarial present value of benefits accumulated under the respective retirement plans, in accordance with the same assumptions and measurement dates disclosed in Note 10 to the consolidated financial statements contained in our 2018 Form 10-K. The assumptions for each of the plans are as follows:

Retirement Benefit Plan Descriptions

Mondelēz Global LLC Retirement Plan – Mr. Cofer

Eligibility for this plan is limited to U.S.-based employees who were eligible for the Kraft Foods Group, Inc. Retirement Plan before our October 1, 2012 spin-off of KFG. As a result, only full-time and part-time U.S. employees, including our NEOs, hired by the Company before January 1, 2009 or localized to the United States before 2016 are participants in this funded non-contributory, tax-qualified defined benefit plan.

Benefits under this plan are payable upon retirement in the form of an annuity or a lump sum. Normal retirement under this plan is defined as age 65 with five years of vesting service. If a participant elects to receive a distribution prior to normal retirement, benefits are subject to reduction. Participants vest on completing five years of service.

Benefits under the plan generally accrue based on:

Final average pay is defined as the greater of (a) the average of an executive officer’s salary plus annual bonus during the last 60 consecutive months of service before separation and (b) the five highest consecutive calendar years of salary plus annual bonus out of the last ten years prior to separation. Social Security covered compensation is an amount equal to the average of the Social Security taxable wage bases for the 35-year period that ends in the year the participant reaches age 65. (If the participant was born between 1938 and 1954, the 35-year average ends in the year the participant reaches age 66. If the participant was born after 1954, the 35-year average ends in the year the participant reaches age 67.) The Internal Revenue Service has established certain limits on how much employees may receive from this plan.

Employees hired before January 1, 2004 with at least ten years of service are eligible to retire under this plan at age 55. The benefits payable to employees eligible to retire before age 62 are reduced by 3% each year (maximum 20%) between age 62 and the year that the employee retires.

 

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  Executive Compensation Tables  

 

Mondelēz Global LLC Supplemental Benefits Plan I – Mr. Cofer

We offer an unfunded, non-qualified pension plan as part of the Mondelēz Global LLC Supplemental Benefits Plan I to keep affected U.S.-based executives whole when they are not able to receive a benefit to which they would otherwise be entitled under the Mondelēz Global LLC Retirement Plan due to its status as a tax-qualified plan. If the executive’s qualified pension plan benefit would be limited due to qualified plan compensation or benefit limits under the Code, then the non-qualified pension plan provides the executive with the total pension benefit to which the executive would be entitled absent the applicable qualified plan limits under the Code offset by the benefit payable under the qualified pension plan. Similarly, if the executive deferred base salary or incentive compensation under the Mondelēz Global LLC Executive Deferred Compensation Plan, then the deferred compensation is considered non-qualified earnings and the pension benefit relating to the deferred compensation is payable from the non-qualified pension plan. Only employees who have an accrued benefit under our tax-qualified pension plan are eligible to receive a supplemental non-qualified pension benefit under our non-qualified pension plan.

Employees hired before January 1, 2004 with at least ten years of service are eligible to retire under our non-qualified pension plan at age 55. The benefits payable to employees eligible to retire before age 62 are reduced by 3% each year (maximum 20%) between age 62 and the year that the employee retires.

Pension Fund Mondelez Switzerland – Mr. Zaramella

Eligibility for this defined benefit plan is limited to employees with a Swiss employment contract signed before January 1, 2011. Benefits under the plan generally accrue based on 1.85% of the coordination deduction for each year of credited service up to a maximum of 37 years.

Pensionable salary corresponds to annual base salary minus a coordination deduction. The coordination deduction is the amount of pay that is insured by the pension fund and cannot be more than 40% of salary and may not exceed 100% of the maximum State Social Security.

Normal retirement under this plan is defined as age 65 and benefits under this plan are payable upon retirement in the form of an annuity or a lump sum. If a participant elects to receive a distribution prior to normal retirement, benefits are subject to reduction.

Upon termination of employment in Switzerland, the present value of the accrued pension would be transferred to the plan participant’s new employer’s occupational benefits institution, assuming employment continues in Switzerland. If the plan participant is leaving Switzerland permanently, the plan participant can request either the funds be deposited into a Swiss bank account set up for occupational benefits or a lump sum cash out.

 

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  Executive Compensation Tables  

 

2018 Non-Qualified Deferred Compensation Benefits

 

(1) Base salary and 2018 AIP deferrals are included in the 2018 Summary Compensation Table. The 2018 deferred compensation amounts attributable to base salary and 2018 AIP awards for participating NEOs are as follows:

 

(2) Amounts in this column are also included in the “All Other Compensation” column in the 2018 Summary Compensation Table.

(3) Amounts in this column are at market rates and are not reflected in the 2018 Summary Compensation Table.

(4) The aggregate balance includes amounts that were reported as compensation for our NEOs in prior years. Amounts reported attributable to base salary, AIP awards or all other compensation that were reported in the Summary Compensation Table of previously filed proxy statements for the participating NEOs are as follows: Mr. Van de Put – $0; Mr. Zaramella – $0; Mr. Gladden – $687,900; Ms. Alviti – $0; Mr. Cofer – $1,084,212; and Mr. Walter – $0.

Mondelēz Global LLC Supplemental Benefits Plan I

Because the Code limits the amount that may be contributed to our U.S. tax-qualified defined contribution plan on behalf of an employee, we offer our U.S.-based NEOs a supplemental defined contribution program under the Mondelēz Global LLC Supplemental Benefits Plan I. This is an unfunded non-qualified plan that allows eligible employees to defer a portion of their annual compensation (base salary and AIP awards) and receive corresponding matching amounts to the extent that their contributions to the tax-qualified defined contribution plan (and the corresponding matching contributions) are limited by Code Sections 401(a)(17) or 415. In addition, employees hired after 2008 or localized to the United States after 2015, who are not otherwise eligible to participate in the Mondelēz Global LLC Retirement Plan, receive an additional non-elective Company contribution to the Mondelēz Global LLC Supplemental Benefits Plan I, equal to 4.5% of eligible compensation. The timing of distributions depends on whether the amount distributed is subject to Code Section 409A. For distributions not subject to Code Section 409A, the distribution will be made in accordance with the employee’s distribution election. For distributions subject to Code Section 409A, employees will receive their account balances in a lump sum soon after separation from service. (An employee who is a “specified employee” for purposes of Code Section 409A will have the lump sum delayed for six months.) Amounts deferred and notional employer matching contributions earn the same notional rate of return as the Income Fund, which is a market rate investment option available to participants in the U.S. tax-qualified defined contribution plan. The rate of return under this investment option in 2018 was 2.44%.

 

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  Executive Compensation Tables  

 

Mondelēz Global LLC Executive Deferred Compensation Plan

The MEDCP is a non-qualified plan that allows our U.S.-based NEOs to defer, on a pre-tax basis, up to 50% of salary and up to 100% of their AIP award. The notional investment options are similar to those offered to participants in our U.S. tax-qualified defined contribution plan. An executive who elects to defer compensation must decide whether to defer receipt of the compensation until the executive’s separation from service, as determined under Code Section 409A, or to receive a distribution while still employed with the Company. Distributions may be made in a lump sum or annual installments of between two and ten years. (An executive who is a “specified employee” for purposes of Code Section 409A will have the distribution delayed for six months following a separation from service.)

The notional investment options available to the executives under the MEDCP are selected by the Company and may be changed from time to time. Participants are permitted to change their investment elections at any time on a prospective basis. The table below shows the available notional investment options under the MEDCP and their annual rate of return for the calendar year ended December 31, 2018.

 

Potential Payments Upon Termination or Change in Control

The narrative and tables below describe the potential payments to each NEO upon certain terminations, including following a change in control. In accordance with SEC rules, all information described in this section is presented as if the triggering events occurred on December 31, 2018. Mr. Gladden is not included in the tables as he ceased being an executive officer with his separation from the company effective July 31, 2018.

Involuntary Termination Without Cause (Non-Change in Control Event)

Generally, we do not enter into ongoing agreements with our NEOs that provide for separation benefits on the NEO’s departure from the Company. However, if we involuntarily terminate an NEO without cause outside of a change in control event, we expect that in most cases the Compensation Committee would offer separation benefits as consideration for protections we would likely seek such as a release of claims and entering into non-compete, non-solicitation and confidentiality agreements. More specifically, we expect to treat our U.S. salaried NEOs (other than Mr. Van de Put) at least comparably to other U.S. salaried employees whom we involuntarily terminate without cause. For U.S. salaried employees such as our NEOs, our severance plan provides an employee whose job is eliminated with severance pay of up to 12 months based on length of service.

 

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  Executive Compensation Tables  

 

The following chart reflects the typical separation benefits that may be offered to a U.S. NEO (other than Mr. Van de Put⁽¹⁾) whom we involuntarily terminate without cause. The Compensation Committee would determine actual terms and conditions based on the particular facts in a specific case.

 

(1) Per Mr. Van de Put’s offer of employment, his separation benefits will be calculated as noted below assuming he involuntarily terminates employment without cause on or before November 20, 2019. If he involuntarily terminates employment without cause after November 20, 2019, he would receive 24 months of base salary as separation pay which is consistent with the severance benefits for our previous CEO.

 

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  Executive Compensation Tables  

 

Potential Payout Upon an Involuntary Termination Without Cause at Fiscal Year-End 2018

 

(1) Per Mr. Van de Put’s offer of employment, the amount reflects 24 months of base salary and 24 months of target awards under our AIP. The amounts reflect 12 months of base salary for the other NEOs.

(2) Amounts reflect 2018 AIP awards assuming target individual performance and the final corporate rating of 134% for all NEOs except Mr. Walter; reflects final North America rating of 76% for Mr. Walter.

(3) Per the terms of the grants made to Mr. Van de Put in connection with his offer of employment, amount reflects the full value, assuming target performance, of his PSU grants received at the time of his commencement of employment. The PSUs earned are based on actual Company performance during their respective performance cycles.

(4) Per the terms of the grants made to Mr. Van de Put in connection with his offer of employment, amounts reflect the value of his outstanding unvested deferred stock units and stock options received at the time of his commencement of employment. Per the terms of the grants made to Ms. Alviti in connection with her offer of employment, amounts reflect the value of her outstanding unvested deferred stock units. All amounts are based on a December 31, 2018 closing stock price of $40.03.

Double Trigger Change in Control Arrangements

NEOs are not eligible for any benefit solely upon a change in control. Our CIC Plan for senior executive officers, including the NEOs, provides for certain benefits upon an involuntary termination of employment without “Cause” or voluntary termination for “Good Reason” within two years following a change in control. To receive any benefits under the CIC Plan, a participant must abide by certain restrictive covenants, including a non-compete and non-solicitation for one year following termination.

Additionally, the Equity Plan also provides for the treatment of unassumed outstanding equity grants following a change in control and assumed outstanding equity grants upon an involuntary termination of employment without Cause or voluntary termination for Good Reason within two years following a change in control.

 

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  Executive Compensation Tables  

 

The key elements of the CIC Plan and Equity Plan assuming a double trigger event are described in the table below.

 

 

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  Executive Compensation Tables  

 

Potential Payout Upon a Termination Following a Change in Control at Fiscal Year-End 2018

The table below was prepared as if each of the NEOs covered under our CIC Plan and Equity Plan were involuntarily terminated without cause or voluntarily terminated for Good Reason immediately following a change in control on December 31, 2018.

 

 

(1) Amounts reflect 2.99 times base salary plus target annual incentive for Mr. Van de Put and two times base salary plus target annual incentive for all other NEOs.

(2) Amounts reflect target awards under our 2018 AIP.

(3) Amounts reflect target PSU grants for the 2016-2018 and 2017-2019 performance cycles, as well as prorated target PSU grants for the 2018-2020 performance cycle. Per the terms of the grants made to Mr. Van de Put in connection with his offer of employment, his amount also reflects the full value, assuming target performance, of his PSU grants received at the time of his commencement of employment. All amounts are based on a December 31, 2018 closing stock price of $40.03.

(4) Amounts reflect the value of immediate vesting of all outstanding unvested deferred stock unit grants and outstanding unvested stock options. All amounts are based on a December 31, 2018 closing stock price of $40.03.

(5) Amounts reflect our cost for providing medical, dental, vision, long-term disability and life insurance premiums for three years for Mr. Van de Put and two years for all other NEOs.

(6) Amounts reflect the value for continuation of the financial counseling allowance (three years for Mr. Van de Put valued at $30,000 and two years for all other NEOs valued at $15,000), car allowance (three years for Mr. Van de Put valued at $69,999 and two years for all other NEOs valued at $30,000) and outplacement services (two years valued at $25,000).

(7) Amount reflects an additional two years of pension accrual for Mr. Cofer. Mr. Van de Put, Mr. Zaramella, Ms. Alviti and Mr. Walter are not currently pension eligible.

Potential Payout Upon Other Types of Separations

Death or Disability. If an NEO terminates employment due to death or disability, all of the NEO’s outstanding unvested deferred stock units and stock option grants would vest. In addition, the NEO (or beneficiary) would become eligible for an award under the AIP and a prorated award for outstanding PSU grants.

The table below describes the estimated value of such payments based on a December 31, 2018 termination due to death or disability.

 

(1) Amounts reflect target awards under our 2018 AIP.

(2) Amounts reflect target PSU grants for the 2016-2018 and 2017-2019 performance cycles, as well as prorated target PSU grants for the 2018-2020 performance cycle. Per the terms of the grants made to Mr. Van de Put in connection with his offer of employment, his amount also reflects the full value, assuming target performance, of his PSU grants received at the time of his commencement of employment. All amounts are based on a December 31, 2018 closing stock price of $40.03.

(3) Amounts reflect the value of immediate vesting of all outstanding unvested deferred stock unit grants and outstanding unvested stock options. All amounts are based on a December 31, 2018 closing stock price of $40.03.

 

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  Executive Compensation Tables  

 

Retirement (generally retirement on or after age 55 with at least 10 years of service, subject to local country laws). If an NEO terminates employment due to retirement:

 

None of our NEOs were eligible for retirement treatment on December 31, 2018.

 

 

 

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CEO Pay Ratio

Our CEO to median employee pay ratio was calculated in accordance with Item 402(u) of Regulation S-K and represents a reasonable estimate. We identified our median employee (“Median Employee”) using 2018 base salaries, our consistently applied compensation measure, for all individuals who were employed by us on October 1, 2018, excluding our CEO, annualized for any employees who joined the Company during 2018.

To identify the compensation of our Median Employee, we determined the annual base salary for each of our 95,545 full-time, part-time, temporary and seasonal employees without applying any cost-of-living adjustments. We excluded 2,017 employees in Venezuela from our calculation as we do not report Venezuela in our consolidated financials. For an employee paid in a currency other than U.S. dollars, we converted annual base salaries into U.S. dollars. We then applied the de minimis exemption excluding 4,738⁽¹⁾ non-U.S. employees who represented less than 5% of our population. After applying this exemption, we used base salary information for 90,807 of our employees.

Based on this data and process, we determined that our Median Employee was a part-time hourly employee with annual total compensation of $30,639. This is the same employee we used for the 2017 CEO Pay Ratio calculation. The 2018 compensation for this employee is lower than in 2017 because the 2018 pension value is lower than the amount calculated in 2017, primarily due to increased interest rates, despite an additional year of accrued benefit service. The annual total compensation for Dirk Van de Put, our CEO, as reported in the Summary Compensation Table was $14,969,900 which reflects compensation received for the full calendar year. Therefore, the ratio of our CEO’s annual total compensation to the Median Employee’s annual total compensation was 489 to 1.

Median employee compensation reflects that eight out of ten employees are located outside the U.S. and significant use of part-time and seasonal employees throughout the year. As a global company that generates more than 75% of our sales internationally, our employees are located in more than 80 countries with a heavy presence in emerging markets. Five of our top six largest employee populations are in emerging market countries. Furthermore, over 62% of our workforce consists of hourly employees.

 

 

 

 

 

 

 

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Ownership of Equity Securities

The following table shows the number of shares of Common Stock beneficially owned as of March 12, 2019, unless otherwise noted, by each director and NEO, as well as the number of shares beneficially owned by all of our current directors and executive officers as a group. None of the Common Stock owned by these individuals is subject to any pledge. Unless otherwise indicated, each of the named individuals has sole voting and investment power with respect to the shares shown.

 

* Less than 1%

(1) Includes stock options that are exercisable or will become exercisable within 60 days after March 12, 2019 as follows: Ms. Alviti – 0; Mr. Cofer –513,006; Mr. Van de Put – 173,492; Mr. Walter – 19,912; Mr. Zaramella – 121,771; and all other executive officers – 1,111,513.

(2) Includes deferred stock units granted under the 2006 Stock Compensation Plan for Non-Employee Directors and the Equity Plan. For a description of these deferred stock units, see “Compensation of Non-Employee Directors” above.

(3) Based on 1,445,747,721 issued and outstanding shares of our Common Stock as of March 12, 2019.

(4) Includes grants of 5,534 deferred stock units to Mr. May under the Equity Plan and 18,819,336 shares owned by certain funds and investment vehicles (collectively, the “Trian Entities”) managed by Trian Fund Management, L.P. (“Trian”), an institutional investment manager located at 280 Park Avenue, 41st Floor, New York, NY 10017. Trian determines the investment and voting decisions of the Trian Entities with respect to the shares of the company held by them. None of the 18,819,336 shares are held directly by Mr. May. Substantially all of these shares are currently held in the ordinary course of business with other investment securities owned by the Trian Entities in co-mingled margin accounts with a prime broker, which prime broker may, from time to time, extend margin credit to certain Trian Entities, subject to applicable federal margin regulations, stock exchange rules and credit policies. Mr. May is a member of Trian Fund Management GP, LLC, which is the general partner of Trian, and therefore is in a position to determine the investment and voting decisions made by Trian on behalf of the Trian Entities. Accordingly, Mr. May may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Exchange Act) the shares owned by the Trian Entities. Mr. May disclaims beneficial ownership of such shares for all other purposes.

(5) This group includes, in addition to the individuals named in the table, Maurizio Brusadelli, Vinzenz P. Gruber, Robin S. Hargrove, Alejandro R. Lorenzo, Daniel P. Myers and Gerhard W. Pleuhs.

 

 

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  Ownership of Equity Securities  

 

The following table displays information about persons we know were the beneficial owners of more than 5% of the issued and outstanding Common Stock as of December 31, 2018.

 

(1) Based on the Schedule 13G/A filed by BlackRock, Inc. on February 6, 2019 with the SEC. The Schedule 13G/A discloses that BlackRock, Inc., in its capacity as the parent holding company of certain subsidiaries, had sole voting power over 77,947,796 shares and sole dispositive power over 90,450,969 shares and shared voting and dispositive power over 0 shares.

(2) Based on the Schedule 13G/A filed by The Vanguard Group on February 11, 2019 with the SEC. The Schedule 13G/A discloses that The Vanguard Group, as investment advisor, had sole voting power over 1,681,936 shares, shared voting power over 386,467 shares, sole dispositive power over 105,581,972 shares and shared dispositive power over 2,039,507 shares.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires executive officers, directors and persons who beneficially own more than 10% of our Common Stock to report to the SEC their ownership of Common Stock and changes in that ownership. We reviewed copies of reports filed pursuant to Section 16(a) of the Exchange Act and written representations from the applicable reporting persons. Based solely on that review, we believe that for the fiscal year ended December 31, 2018, all required reports under Section 16(a) were filed on a timely basis.

 

 

 

 

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ITEM 2. Advisory Vote to Approve Executive Compensation

In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and related SEC rules, and consistent with our shareholders’ preference (as indicated by vote at our 2017 Annual Meeting), the Board adopted a policy of providing shareholders an annual vote to approve, on an advisory (non-binding) basis, the compensation of our NEOs (commonly known as a “say-on-pay” vote).

Our executives – including our NEOs – are critical to our success. That is why we design our executive compensation programs to attract, retain and motivate superior executive talent. At the same time, we structure our executive compensation programs to focus on shareholders’ interests by incenting superior sustainable long-term performance. Under our executive compensation programs, we align pay and performance by making a significant portion of our NEOs’ compensation contingent on:

We also have strong compensation-related design and governance practices to protect our shareholders’ interests. Shareholders can find more information about these practices under “Board Committees and Membership – Human Resources and Compensation Committee” and “Compensation Discussion and Analysis.” These practices include:

 

In 2018, we delivered on our key financial and strategic commitments:

 

 

We announced an 18% dividend per share increase in the third quarter of 2018 and returned $3.4 billion of capital to shareholders while continuing to invest in our business. In September 2018, we also unveiled our new strategy to position us to lead the snacking industry. Our results demonstrate the power of our brands, the strength of our global footprint and the potential of our strategic plan.

 

 

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 ITEM 2. Advisory Vote to Approve Executive Compensation  

 

We were very disappointed with the 2018 say-on-pay vote and as a result the Compensation Committee took decisive steps to respond to that vote. We engaged further with shareholders to better understand the reasons for the substantial decrease in support and the changes necessary to regain the support of our shareholders.

After extensive shareholder outreach, we learned that the primary concerns in 2017 were related to one-time compensation actions taken in connection with the CEO succession and transition. Although shareholders we spoke with generally believed our ongoing compensation programs were aligned with a pay-for-performance culture, we made several changes to our executive compensation program in both 2018 and 2019 to further enhance our pay-for-performance culture and support our new strategy. These changes included program design changes in the annual incentive plan and performance metrics changes in both the annual and long-term incentive programs.

We encourage you to read the “Compensation Discussion and Analysis” beginning on page 39 and the “Executive Compensation Tables” beginning on page 63 to better understand the details around our shareholder outreach, changes made to our incentive programs and how our 2018 pay aligned with 2018 performance. In addition, in 2018 we appointed a new CFO and hired a new CHRO.

The Compensation Committee and the Board believe that our executive compensation programs serve our shareholders’ interests and we will continue to refine our compensation programs to align compensation with the Company’s business and talent strategies as well as the long-term interests of shareholders. Accordingly, we ask you to vote “FOR” the following resolution at our annual meeting:

“RESOLVED, that Mondelēz International’s shareholders approve, on an advisory basis, the compensation paid to Mondelēz International’s NEOs, as disclosed in this Proxy Statement pursuant to the SEC’s compensation disclosure rules, including the Compensation Discussion and Analysis, the Executive Compensation Tables and related narrative discussion.”

While the say-on-pay vote is advisory and therefore, not binding on Mondelēz International, the Compensation Committee or the Board, the Board and Compensation Committee value the opinions of our shareholders. We carefully and thoughtfully consider our shareholders’ concerns and opinions in evaluating our executive compensation program. We believe the compensation paid to our named executive officers for 2018 appropriately reflects and rewards their contribution to our performance and that the changes we have made to our compensation programs are responsive to shareholder feedback and our strategic goals.

If a significant percentage of our shareholders vote against NEO compensation, we will consider our shareholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary or appropriate to address those concerns. Unless the Board modifies its policy of holding an advisory say-on-pay vote on an annual basis, the next advisory say-on-pay vote will be held at our 2020 Annual Meeting of Shareholders.

THE BOARD RECOMMENDS A VOTE FOR THE APPROVAL OF OUR EXECUTIVE COMPENSATION.

 

 

 

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ITEM 3. Ratification of the Selection of Independent Registered Public Accountants for Fiscal Year 2019

The Audit Committee is directly responsible for the selection, appointment, compensation, retention, oversight and termination of the independent registered public accountants. PricewaterhouseCoopers LLP has been the Company’s independent registered public accountants since 2001.

Review of Independent Registered Public Accountants

The Audit Committee annually reviews the performance of its independent registered public accountants and considers whether to reappoint the firm for the following year or appoint a different firm. In determining which firm to appoint as the Company’s independent registered public accountants for 2019, the Audit Committee considered numerous factors, including:

In assessing the independence of the Company’s independent registered public accountants, the Audit Committee considered factors including the nature and amount of non-audit fees and services that the firm provides to Mondelēz International. We believe that the Audit Committee’s periodic consideration of whether there should be a change in our independent registered public accounting firm helps assure auditor independence. Further, in conjunction with the required rotation of the auditing firm’s lead engagement partner at least every five years, the Audit Committee and its Chairman are involved in the selection of the independent registered public accountants’ lead engagement partner through a process that includes candidate interviews.

The Audit Committee discusses with the independent registered public accountants the scope of and plans for the audit and is also responsible for the audit fees associated with the retention of the independent registered public accountants. As part of determining what firm to appoint, the Audit Committee discussed audit fees with PricewaterhouseCoopers LLP, including how to continue to increase efficiencies in the audit and leverage the benefits of PricewaterhouseCoopers LLP’s familiarity with Mondelēz International, as well as how to further progress PricewaterhouseCoopers LLP’s transformation of its global audit to align with our transformation efforts.

Selection of Independent Registered Public Accountants

Following its review and consideration of the potential benefits and costs of choosing a different auditor, the Audit Committee selected PricewaterhouseCoopers LLP, a registered public accounting firm, as the Company’s independent registered public accountants for 2019. The Audit Committee and the Board believe that the continued retention of PricewaterhouseCoopers LLP as the independent external auditor is in our and our shareholders’ best interests and are requesting, as a matter of good corporate governance, that shareholders ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accountants.

 

 

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 ITEM 3: Ratification of the Selection of Independent Registered Public Accountants for Fiscal Year 2019  

 

The Audit Committee and the Board are not required to take any action as a result of the outcome of the vote on this proposal. However, if our shareholders do not ratify the selection, the Audit Committee may investigate the reasons for our shareholders’ rejection and may consider whether to retain PricewaterhouseCoopers LLP or appoint another independent registered public accountant. Furthermore, even if the selection is ratified, the Audit Committee may appoint a different independent registered public accountant if, in its discretion, it determines that such a change would be in Mondelēz International’s and our shareholders’ best interests.

We expect that representatives of PricewaterhouseCoopers LLP will be present at the Annual Meeting. They will have an opportunity to make a statement if they desire to do so and to respond to appropriate questions from shareholders. Additional information about the independent registered public accountants, including the pre-approval policies and PricewaterhouseCoopers LLP’s aggregate fees for services rendered for 2018 and 2017, can be found in the section on the Audit Committee beginning on page 27.

THE BOARD RECOMMENDS A VOTE FOR THE RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS MONDELĒZ INTERNATIONAL’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR FISCAL YEAR 2019.

Shareholder Proposals

In accordance with SEC rules, we are including the following two shareholder proposals (Items 4 and 5), along with the supporting statements of the respective shareholder proponents. Mondelēz International is not responsible for any inaccuracies in these proposals and supporting statements. We have put a box around materials provided by the proponents so that readers can easily distinguish between materials provided by the proponent and material provided by the Company. Each shareholder proposal is required to be submitted to a vote at the Annual Meeting only if properly presented at the meeting.

The Board recommends that you vote AGAINST each of these two shareholder proposals for the reasons set forth in the Statement in Opposition following each proposal.

 

 

 

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ITEM 4. Shareholder Proposal: Report on Environmental Impact of Cocoa Supply Chain

The Company will provide to shareholders the names and addresses of the proponents and the number of shares of the Company's Common Stock held by them promptly upon receiving an oral or written request directed to the Corporate Secretary at the address listed under “2020 Annual Meeting of Shareholders” on page 95. The proponents have advised that a representative will present this proposal at the Annual Meeting.

 

 

 

 

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 ITEM 4: Shareholder Proposal: Report on Environmental Impact of Cocoa Supply Chain  

 

BOARD OF DIRECTORS’ STATEMENT IN OPPOSITION TO ITEM 4

 

 

We share the same concerns as the proponents of this proposal and believe it is imperative for us to do everything we can to protect the environment and ecosystems where our cocoa is grown. This is why we were the first company to raise the issue of deforestation in the cocoa industry at the 2015 UN Climate Change Conference in Paris and to call for sector-wide multi-stakeholder interventions, and why we already have a comprehensive program in place to eliminate deforestation from our cocoa supply chain. This is a key focus area for us, which we address as part of our broader commitment to sustainable growth and reducing our overall environmental impact, and which we publicly report on regularly. As a result, the Board believes that adoption of this proposal is unnecessary.

 

We are committed to promoting sustainability in and eliminating deforestation from our cocoa supply chain. In 2012, we launched a cocoa sustainability program called Cocoa Life that aims to increase farmers’ incomes and cultivate their resilience, increase tree cover and forest carbon stocks, and support local communities. Through this program, we are investing $400 million over 10 years to empower at least 200,000 cocoa farmers and reach over one million community members in six key cocoa-growing origins: Côte d’Ivoire, Ghana, Indonesia, India, Dominican Republic and Brazil. The program aims to address the root causes of the complex challenges cocoa farmers face and work on the ground directly with the cocoa-growing families to maintain ecosystems and protect the land and forests to ensure the viability of cocoa for future generations. Deforestation is just one of a complex set of interrelated environmental, economic and social problems faced in cocoa communities, and we understand that ending deforestation is complex. As we develop solutions to tackle deforestation, we also remain vigilant to avoid potential unintended, harmful consequences such as lost livelihoods or abuses of human rights.

 

We have made substantial progress. We track, and engage third parties to independently verify, the progress achieved by Cocoa Life and our initiatives to address deforestation. We are rapidly increasing our sustainable cocoa sourcing – up to 35% in 2017 from 21% in 2016. To date, Cocoa Life has reached more than 120,000 farmers and 1,000 communities. In addition, we are proud of our investments in training tens of thousands of farmers in sustainable agricultural practices, planting millions of trees to reduce carbon emissions, mapping tens of thousands of farms using satellite imagery to monitor deforestation, and partnering with third parties and local communities to pilot novel land-use programs to conserve and restore forests.

 

We are partnering with key stakeholders to accelerate the world’s progress. We recognize that we cannot eliminate all deforestation by adapting our supply chain alone, so we have worked to create the Cocoa & Forests Initiative. This initiative, which is a collaboration among the governments of Cote d’Ivoire and Ghana – the world’s two largest cocoa producers – as well as 30 cocoa and chocolate companies and other partners, is committed to ending deforestation, restoring forested areas and eliminating illegal cocoa production.

 

We are committed to transparency. One of the key tenets of Cocoa Life is to promote transparency. As such, we regularly publish detailed reports and updates regarding our progress through the Cocoa Life website at www.cocoalife.org, press releases and social media. This includes information on Cocoa Life’s strategy, focus areas and progress against key metrics. In addition, we have supported an initiative involving more than 40 organizations from public, private and non-profit sectors to align on measurement and reporting standards for greenhouse gas emissions generated by changes in land use. We plan to adopt these standards for our public disclosures beginning in 2019.

 

We are committed to continuous improvement. We are always challenging existing thinking and exploring new ideas, which is why we continuously assess and work to enhance our sustainability practices and reporting. In this regard, in March 2019, we announced an expansion of the Cocoa Life program regarding deforestation action plans that cover Ghana, Cote d’Ivoire and Indonesia, committing to map 100% of the farms that supply Mondelēz International’s Cocoa Life program by the end of 2019 in order to be able to effectively monitor the risk of tree loss, and creating a financial incentive program to encourage farmers to protect and renew forest areas.

 

Based on all of these factors and given our existing sustainability and disclosure practices, we believe that the report requested by the proposal is unnecessary and not in the best interests of our shareholders.

 

The Board recommends that you vote AGAINST this shareholder proposal.

 

 

 

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ITEM 5. Shareholder Proposal: Consider Employee Pay in Setting Chief Executive Officer Pay

AFL-CIO Reserve Fund, 815 16^th Street, NW, Washington, DC 20006, beneficial owner of 943 shares of Common Stock, is the proponent of the following shareholder proposal and has advised that a representative will present this proposal at the Annual Meeting.

 

 

BOARD OF DIRECTORS’ STATEMENT IN OPPOSITION TO ITEM 5

 

The Compensation Committee has established a thoughtful and robust practice for evaluating and reviewing executive compensation that takes into consideration the competition for talent in our industry, while emphasizing a strong pay-for-performance philosophy and creating appropriate incentives to align our executives with the interests of our shareholders. Its philosophy and process are detailed in our “Compensation Discussion and Analysis” set forth on pages 39-62.

 

 

 

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 ITEM 5. Shareholder Proposal: Consider Employee Pay in Setting Chief Executive Officer Pay  

 

Our Board and Compensation Committee are best positioned to determine the appropriate factors to evaluate executive compensation. The Compensation Committee retains an independent compensation consultant to advise on and evaluate the amount, form, reasonableness and competitiveness of our executive compensation, as well as how our compensation practices compare to those of peer companies. As part of its process, the Compensation Committee considers key drivers of Company performance and holds executives accountable for delivering on such performance targets. In addition, the Compensation Committee regularly assesses our executive compensation program, considering our strategy, market practices and shareholder input to confirm that it remains appropriately aligned with current market practices and shareholders’ interests.

 

Our executive compensation practices are informed by shareholders. We value and carefully consider the feedback we receive from shareholders regarding our executive compensation programs. In this regard, our senior management team and, when appropriate, our non-employee directors, are in regular contact with shareholders representing a substantial portion of our outstanding common stock to solicit input on our executive compensation programs, governance practices and other important matters. These discussions provide us with direct shareholder feedback and have helped inform refinements to our executive compensation program.

 

Our current compensation program has earned solid support from our shareholders. Shareholders have expressed clear support for our regular, ongoing executive compensation program through our annual say-on-pay vote, which received support of approximately 95% of votes cast in 2016 and more than 85% of votes cast in 2017. Although our say-on-pay vote received significantly lower support in 2018, as a result of our targeted engagement with investors to better understand the underlying reasons, we believe that this was an anomaly due to our recent leadership transition and associated one-time compensation arrangements and not a reflection of our regular, ongoing executive compensation program. As described in more detail in the Compensation Discussion and Analysis, we have taken steps to address this feedback. Shareholders participated in these votes after being provided with the information necessary to understand and assess the compensation decisions made with respect to the NEOs, our performance and the manner in which we believe our executive compensation programs are tied to and have contributed to our successful long-term performance. Given the extensive compensation-related disclosure already provided to our shareholders, the requested review and policy would provide shareholders with little or no incremental information.

 

We already maintain global compensation principles to ensure our compensation practices are fair and reasonable for both executive and non-executive employees. These principles align with our vision and strategy, balance both individual and enterprise-wide performance and seek to provide competitive wages and benefits with consistent positioning in the median range of the most-relevant markets to all employees based on their roles, responsibilities, skills and performance. To monitor the effectiveness of this program, we also regularly compare our pay components to those of other similarly-sized, multi-national companies, and we adjust them as necessary to stay competitive and attract, retain and motivate a highly qualified, diverse workforce at all levels throughout the organization. Simply put, we have a robust process to set employee compensation levels, and we are mindful of the pay grades and/or salary ranges of all of our employees when we make compensation decisions.

 

Based on all of these factors and given the breadth of the information available to and already taken into careful consideration by the Compensation Committee, we believe that mandating that certain information be utilized by the Compensation Committee in the performance of its duties is redundant, unnecessary and not in the best interests of our shareholders.

The Board recommends that you vote AGAINST this shareholder proposal.

 

 

Other Matters that may be Presented at the Annual Meeting

Other than Items 1 through 5, we do not expect any matters to be presented for action at the Annual Meeting. The requirements for shareholders to properly submit proposals and nominations at the Annual Meeting were described in the 2018 Proxy Statement. They are similar to those described under “2020 Annual Meeting of Shareholders.” The Chairman of the Annual Meeting may refuse to allow the presentation of a proposal or a nomination for the Board at the Annual Meeting if it is not properly submitted.

If any other matters properly come before the Annual Meeting, your proxy gives authority to the designated proxies to vote on such matters in accordance with their best judgment.

 

 

 

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Frequently Asked Questions About the Annual Meeting and Voting

We will hold the Annual Meeting on May 15, 2019 at 9:00 a.m. CDT at NOAH’S Event Venue, 200 Barclay Boulevard, Lincolnshire, Illinois 60069. The venue will open to shareholders at 8:00 a.m. CDT. Directions to the venue are included at the end of this Proxy Statement.

The Board established March 12, 2019 as the record date (the “Record Date”) for the Annual Meeting. Each shareholder (registered or beneficial) who held shares of Common Stock at the close of business on the Record Date is entitled to (a) receive notice of the Annual Meeting, (b) attend the Annual Meeting and (c) vote on all matters that properly come before the Annual Meeting.

Each shareholder may appoint only one proxy holder or representative to attend the Annual Meeting on his or her behalf.

At the close of business on the Record Date, 1,445,747,721 shares of Common Stock were outstanding and entitled to vote. Each share is entitled to one vote on each matter to be voted upon at the Annual Meeting.

You received these proxy materials (via mail, email or the Internet) because, as of the Record Date, you directly or indirectly held, and had the right to vote, shares of Common Stock. In connection with the Board’s solicitation of proxies to be voted at the Annual Meeting, we are providing shareholders entitled to vote at the Annual Meeting with this Proxy Statement, the 2018 Form 10-K and a proxy card or VIF. We are providing your proxy card in the form of a paper card or unique control number that allows you to provide your proxy voting instructions via the Internet or by phone. We refer to these materials collectively as the “proxy materials.” These materials provide important information about Mondelēz International and describe the voting procedures and the matters to be voted on at the Annual Meeting.

Shareholders who hold Mondelēz International stock directly with our stock registrar and transfer agent, EQ Shareowner Services, are registered shareholders. If you are a registered shareholder, the proxy distributors will send the proxy materials directly to you, and your vote instructs the proxies how to vote your shares.

Shareholders who hold stock indirectly through an account with an institutional or other nominee holder of stock, such as a broker or bank, are referred to as beneficial shareholders or shareholders “in street name.” If you are a beneficial shareholder, your broker, bank or other nominee delivers the proxy materials to you, and your vote instructs your nominee how to vote your shares; your nominee in turn instructs the proxies how to vote your shares.

If you hold your shares beneficially in an employee benefit plan, your shares are voted by the trustee of the plan per your instructions and otherwise in accordance with the plan’s governing documents and applicable law.

We are furnishing proxy materials to our shareholders primarily via “Notice and Access” delivery. On or about March 29, 2019, we mailed to our shareholders (other than those who previously requested email or paper delivery) a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access the proxy materials via the Internet.

If you receive the Notice by mail, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice instructs you on how to access the proxy materials and vote by going to a secure website.

 

 

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  Frequently Asked Questions About the Annual Meeting and Voting  

 

The Notice is not a proxy card. You cannot use it to vote your shares.

We will send printed, paper copies of proxy materials, including the 2018 Form 10-K, free of charge to any shareholder who requests copies in writing to: Investor Relations, Mondelēz International, Inc., Three Parkway North, Deerfield, Illinois 60015.

Shareholders may also request copies of these materials using one of the following methods:

These materials are also available at http://materials.proxyvote.com/609207.

Yes, you are entitled to vote. Your proxy card or control number for voting electronically includes all shares allocated to your Mondelēz International Stock Fund account(s). With regard to each plan in which you hold the stock, your vote directs the plan trustee how to vote the shares allocated to your Mondelēz International Stock Fund account(s).

In order to direct the plan trustee how to vote the shares held in your Mondelēz International Stock Fund account(s), you must vote these plan shares (whether by Internet, QR code, telephone or mailed proxy card) by 11:59 p.m. EDT on May 10, 2019. If the trustee(s) does not receive your voting instructions or proxy card by that time, the trustee(s) will vote the shares allocated to your account(s) in the same proportion as the respective plan shares for which the trustee timely received voting instructions, unless doing so would be contrary to the Employee Retirement Income Security Act of 1974. Please follow the instructions for registered shareholders described in Question 12 below to cast your vote. Note that although you may attend the Annual Meeting, you may not vote shares held in your Mondelēz International Stock Fund account(s) at the Annual Meeting.

If you hold shares in the Direct Purchase Plan, follow the instructions for registered shareholders described in Question 12 below to vote your shares. When you vote those shares, you will be voting all the shares you hold at our transfer agent as a registered shareholder. If you do not vote your shares, they will not be voted. PLEASE VOTE.

Computershare Investor Services Plc (“Computershare”) will send all CREST Participants (including nominee companies and sponsored individuals) that hold CDIs a notice and Form of Proxy that allow these participants to attend and vote at the Annual Meeting. If you hold your CDIs in CREST, you can vote the underlying shares by completing and sending the Form of Proxy to the Voting Agent, Computershare, or via CREST as detailed on the Form of Proxy. Computershare must receive your vote by 3:00 p.m. London time on May 9, 2019. Computershare will then notify the Registrar of the vote for the underlying shares and your vote will be included in the final tally for the Annual Meeting.

If Computershare holds your CDIs on your behalf within Mondelēz International Corporate Sponsored Nominee Service, Computershare, as the international nominee for your CDIs, will send you a notice and Form of Direction. You may direct Computershare how to vote your underlying shares via the Internet or by returning your Form of Direction according to the

 

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  Frequently Asked Questions About the Annual Meeting and Voting  

 

instructions in the notice and Form of Direction by 3:00 p.m. London time on May 8, 2019. Computershare will then arrange to vote your underlying shares according to your instructions. If you would like to attend and vote in person at the Annual Meeting, please inform Computershare, which will provide you with a letter of representation with respect to your CDIs that will enable you to attend and vote your underlying shares at the Annual Meeting on Computershare’s behalf.

If another international nominee holds your CDIs on your behalf, your nominee may have its own arrangements in place to provide you with a separate notice of the Annual Meeting and proxy voting card with respect to your underlying shares. In that case, please follow your nominee’s voting instructions in that notice and proxy voting card to direct your nominee how to vote your underlying shares. Please vote by the deadline stated on the nominee’s notice and proxy voting card.

If you hold CDIs and have questions about voting your shares of Common Stock underlying your CDIs, please contact Computershare at +44 (0)344 472 6005.

Yes.

A quorum of shareholders is necessary to validly hold the Annual Meeting. A quorum will be present if a majority of the outstanding shares of Common Stock entitled to vote as of the Record Date is represented at the Annual Meeting, either in person or by proxy.

Abstentions and broker non-votes (described in Question 15 below) will be counted for the purpose of determining whether a quorum is present for the Annual Meeting.

If you are a registered shareholder, you may vote any of these four ways:

If you are a beneficial shareholder, you may vote any of these four ways:

 

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  Frequently Asked Questions About the Annual Meeting and Voting  

 

To be elected in an uncontested election such as at this Annual Meeting, a director nominee must receive a majority of the votes cast – i.e., more votes FOR than AGAINST. Abstentions and broker non-votes (described in Question 15 below) are not considered as votes cast and will have no effect on the vote outcome for these matters.

In an uncontested election, if an incumbent director nominated for re-election receives a greater number of votes AGAINST than votes FOR, the director must tender his or her resignation to the Governance Committee for its consideration following certification of the election results. The Governance Committee then will recommend to the Board whether to accept the resignation. The director will continue to serve until the Board decides whether to accept the resignation, but will not participate in the committee’s recommendation or the Board’s action regarding whether to accept the resignation offer. The Board considers all factors it deems relevant to the Company’s best interests and will publicly disclose its decision and rationale within 90 days after certification of the election results. If the Board does not accept the director’s resignation, the director will continue to serve until the next annual meeting of shareholders or until the director’s successor is duly elected and qualified.

Approval of each of Item 2 (Advisory Vote to Approve Executive Compensation), Item 3 (Ratification of the Selection of the Independent Registered Public Accountants), and Items 4 and 5 (Shareholder Proposals) also requires a majority of votes cast – i.e., more votes FOR than AGAINST. Abstentions and broker non-votes (described in Question 15 below) are not considered as votes cast and will have no effect on the vote outcome for Items 2, 4 and 5. There should be no broker non-votes with respect to Item 3 because this is a routine matter under stock exchange rules (described in Question 15 below).

If you are a beneficial shareholder, your vote instructs your broker, bank or other nominee, as the holder of record, how to vote your shares. Under stock exchange rules, if you do not provide voting instructions to your broker, bank or other nominee, your nominee has discretion to vote your shares only on matters classified as “routine” under stock exchange rules. The ratification of the selection of the independent registered public accountants (Item 3) is the only item on the agenda for the Annual Meeting that is routine under stock exchange rules. If you do not provide voting instructions to your broker or other nominee, your nominee may vote your shares only on Item 3. In that case, your shares will count toward the quorum for the Annual Meeting and be voted on Item 3, but they will not be voted on Items 1, 2, 4 and 5 and any other matters that may come to vote at the Annual Meeting, resulting in “broker non-votes” in an amount equivalent to your shares with respect to these items.

The Company bears the cost of soliciting your vote. The Company’s directors, officers or employees may solicit proxies or votes in person, by telephone or by electronic communication. They will not receive any additional compensation for these solicitation activities.

The Company will enlist the help of banks, brokers and other nominee holders in soliciting proxies for the Annual Meeting from their customers (i.e., beneficial shareholders) and reimburse those firms for related out-of-pocket expenses. We retained Mackenzie Partners, Inc. to aid in soliciting votes for the Annual Meeting for a fee not to exceed $25,000 plus reasonable expenses.

We have adopted “householding” procedures that allow us to deliver proxy materials more cost-effectively. If you are a beneficial shareholder and you and other residents at your mailing address share the same last name and also own shares of Common Stock in an account at the same broker, bank or other nominee, your nominee delivered a single Notice or set of proxy materials to your address. This method of delivery is known as householding. Householding reduces the number of mailings you receive, saves on printing and postage costs and helps the environment. Shareholders participating in householding continue to receive separate proxy cards and control numbers for voting electronically.

 

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  Frequently Asked Questions About the Annual Meeting and Voting  

 

A shareholder who received a single Notice or set of proxy materials to a shared address may request a separate copy of the Notice or proxy materials be sent to him or her by contacting in writing Broadridge Financial Solutions, Inc. (“Broadridge”), Householding Department at 51 Mercedes Way, Edgewood, New York, 11717, or calling 1-866-540-7095. We will deliver promptly a separate copy of the Notice or proxy materials to a shareholder at a shared address to which a single copy was delivered, if requested. If you would like to opt out of householding for future deliveries of proxy materials, please contact your broker, bank or other nominee.

Beneficial shareholders who share an address and receive multiple copies of the proxy materials but want to receive only a single copy of these materials in the future should contact their broker, bank or other nominee and make this request.

If you are a registered shareholder or hold your shares in an employee benefit plan, we sent you and each registered or plan shareholder at your address separate Notices or sets of proxy materials.

Yes. Your votes will not be disclosed to the directors, officers or employees, except:

We expect to announce preliminary voting results at the Annual Meeting. We will disclose final voting results in a Current Report on Form 8-K to be filed with the SEC on or before May 21, 2019. The Form 8-K will be available at http://ir.mondelezinternational.com/sec.cfm and on the SEC’s website at www.sec.gov.

Pre-register by 11:59 p.m. EDT on May 14, 2019.

If you want to bring a guest, you must indicate that when you pre-register. Due to space limitations, you may bring only one guest.

Indicate you intend to attend the Annual Meeting by:

To be admitted into the Annual Meeting, you and your guest, if any, must present valid government-issued photographic identification, such as a driver’s license.

 

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  Frequently Asked Questions About the Annual Meeting and Voting  

 

For everyone’s comfort, security and safety:

Yes. Shareholders will have the opportunity to ask questions or make comments related to the matters being voted on. They may do so at the times and in the manner indicated in the meeting agenda and meeting procedures that we will distribute at the Annual Meeting registration desk and according to the Chairman’s instructions. We will provide an opportunity for shareholders to make comments or ask additional questions of a general nature about the Company during the Questions portion of the Annual Meeting.

When asking questions, shareholders will be required to observe the meeting procedures.

 

 

 

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2020 Annual Meeting of Shareholders

We presently anticipate holding the 2020 Annual Meeting of Shareholders on approximately the same date as this year’s Annual Meeting.

Shareholder Nominations and Proposals for the 2020 Annual Meeting

Shareholders should mail all nominations and proposals to the Corporate Secretary at Mondelēz International, Inc., Three Parkway North, Deerfield, Illinois 60015.

You may obtain a copy of the By-Laws from the Corporate Secretary (please make a written request to the same address) or by visiting www.mondelezinternational.com/investors/corporate-governance.

Shareholder Nominations of a Candidate for Election as a Director or Shareholder Proposal of Business for Considerations at an Annual Meeting of Shareholders (not for inclusion in the Company’s 2020 proxy materials)

Under the By-Laws, a shareholder may nominate a candidate for election as a director or propose business for consideration at an annual meeting of shareholders (but, in either case, not for inclusion in the proxy materials) by delivering written notice that contains certain required information to the Corporate Secretary and otherwise complying with other requirements included in our By-Laws. The Corporate Secretary must receive this written notice no later than 120 days, and no earlier than 150 days, before the first anniversary of the preceding year’s annual meeting. Accordingly, to be considered at the 2020 Annual Meeting of Shareholders, the Corporate Secretary must receive a shareholder’s written notice of nomination or proposal on or after December 17, 2019 and on or before January 16, 2020. If we change the date of an annual meeting by more than 30 days from the date of the previous year’s annual meeting, then we must receive this written notice no later than 60 days before the date of the annual meeting.

Shareholder Director Candidates for Possible Inclusion in the Company’s 2020 Proxy Materials (“Proxy Access”)

The By-Laws provide for proxy access. A shareholder(s) may nominate and include in the 2020 proxy materials director nominees provided that the shareholder(s) and the nominee(s) satisfy the terms, conditions and requirements specified in the By-Laws. The key parameters are:

To be included in the proxy materials for the 2020 Annual Meeting of Shareholders, the Corporate Secretary must receive the required written notice and required information specified in the By-Laws not less than 120 calendar days prior to the first anniversary date of the mailing date for notice of the prior year’s annual meeting of shareholders, Accordingly, the Corporate Secretary must receive requests to include shareholder-nominated candidates in the proxy materials for the 2020 Annual Meeting of Shareholders on or before November 30, 2019.

Shareholder Proposals for Possible Inclusion in the Company’s 2020 Proxy Materials

Under SEC Rule 14a-8, a shareholder may submit a proposal for possible inclusion in the 2020 proxy materials for an annual meeting of shareholders. The Corporate Secretary must receive the proposal and other required information at our principal executive offices no later than 120 calendar days before the one-year anniversary date of the proxy statement’s release for the previous year’s annual meeting. Accordingly, to be considered for inclusion in the proxy materials for the 2020 Annual Meeting of Shareholders, the Corporate Secretary must receive a shareholder’s submission of a proposal on or before the close of business on November 30, 2019.

 

 

 

 

 

 

 

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Annex A

Financial Measures Definitions

We report our financial results in accordance with U.S. GAAP. However, we use non-GAAP financial measures in making financial, operating and planning decisions and in evaluating our performance. Therefore, we also base financial targets for our Annual Cash Incentive Program and performance share units on non-GAAP and other financial measures. The chart below defines each measure and describes the adjustments to the related GAAP measure (if applicable), modifications to our non-GAAP measures for purposes of our compensation targets and our reasons for using these measures. (See our 2018 Form 10-K for additional information on our Non-GAAP Financial Measures and definitions of terms used in the Definitions column below.)

 

 

 

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  Financial Measures Definitions   

 

 

 

 

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  Financial Measures Definitions   

 

 

 

 

 

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  Financial Measures Definitions   

 

 

(1) Divestitures include completed sales of businesses and the exits of major product lines upon completion of a sale or licensing agreement.

(2) Constant currency operating results are calculated by dividing or multiplying, as appropriate, the current-period local currency operating results by the currency exchange rates used to translate the financial statements in the comparable prior-year period to determine what the current-period U.S. dollar operating results would have been if the currency exchange rate had not changed from the comparable prior-year period.

(3) Non-GAAP adjustments related to the Simplify to Grow Program reflect costs incurred that relate to the objectives of our program to transform our supply chain network and organizational structure. Costs that do not meet the program objectives are not reflected in the non-GAAP adjustments.

(4) During the third quarter of 2018, as we began to apply highly inflationary accounting for Argentina, we excluded the remeasurement gains or losses related to remeasuring net monetary assets or liabilities in Argentina to be consistent with our prior accounting for these remeasurement gains or losses for Venezuela when it was subject to highly inflationary accounting prior to 2016. See Note 1, Summary of Significant Accounting Policies, in our 2018 Form 10-K for more information.

(5) During the third quarter of 2016, we began to exclude unrealized gains and losses (mark-to-market impacts) from outstanding commodity and forecasted currency transaction derivatives from our non-GAAP earnings measures until such time that the related exposures impact our operating results. Since we purchase commodity and forecasted currency transaction contracts to mitigate price volatility primarily for inventory requirements in future periods, we made this adjustment to remove the volatility of these future inventory purchases on current operating results to facilitate comparisons of our underlying operating performance across periods. We also discontinued designating commodity and forecasted currency transaction derivatives for hedge accounting treatment. To facilitate comparisons of our underlying operating results, we have recast all historical non-GAAP earnings measures to exclude the mark-to-market impacts.

(6) See Note 13, Commitments and Contingencies – Tax Matters, in our 2018 Form 10-K for more information.

(7) On November 20, 2017 Dirk Van de Put succeeded Irene Rosenfeld as CEO of Mondelēz International in advance of her retirement at the end of March 2018. In order to incent Mr. Van de Put to join us, we provided him compensation with a total combined target value of $42.5 million to make him whole for incentive awards he forfeited or grants that were not made to him when he left his former employer. The compensation we granted took the form of cash, deferred stock units, performance share units and stock options. In connection with Irene Rosenfeld’s retirement, we made her outstanding grants of performance share units for the 2016-2018 and 2017-2019 performance cycles eligible for continued vesting and approved a $0.5 million salary for her service as Chairman from January through March 2018. We refer to these elements of Mr. Van de Put’s and Ms. Rosenfeld’s compensation arrangements together as “CEO transition remuneration.” We are excluding amounts we expense as CEO transition remuneration from our non-GAAP results because those amounts are not part of our regular compensation program and are incremental to amounts we would have incurred as ongoing CEO compensation. As a result, in 2017, we excluded amounts expensed for the cash payment to Mr. Van de Put and partial vesting of his equity grants. In 2018, we excluded amounts paid for Ms. Rosenfeld’s service as Chairman and partial vesting of Mr. Van de Put’s and Ms. Rosenfeld’s equity grants.

(8) The impact from pension participation changes represents the charges incurred when employee groups are withdrawn from multiemployer pension plans and other changes in employee group pension plan participation. We exclude these charges from our non–GAAP results because those amounts do not reflect our ongoing pension obligations. See Note 10, Benefit Plans, in our 2018 Form 10-K for more information.

(9) On December 22, 2017, the United States enacted tax reform legislation that included a broad range of business tax provisions as further detailed in Note 15, Income Taxes, in our 2018 Form 10-K. We exclude the discrete U.S. tax reform impacts from our Adjusted EPS as they do not reflect our ongoing tax obligations under U.S. tax reform.

(10) We have excluded our proportionate share of our equity method investees’ unusual or infrequent items such as acquisition and divestiture related costs, restructuring program costs and discrete U.S. tax reform impacts, in order to provide investors with a comparable view of our performance across periods. Although we have shareholder rights and board representation commensurate with our ownership interests in our equity method investees and review the underlying operating results and unusual or infrequent items with them each reporting period, we do not have direct control over their operations or resulting revenue and expenses. Our use of equity method investment net earnings on an adjusted basis is not intended to imply that we have any such control. Our GAAP “diluted EPS attributable to Mondelēz International from continuing operations” includes all of the investees’ unusual and infrequent items.

 

 

 

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GAAP to Non-GAAP Reconciliations

 

Net Revenues to Organic Net Revenue

(in millions of U.S. dollars) (Unaudited)

 

 

(1) Refer to Note 2, Divestitures and Acquisitions, to the consolidated financial statements in the 2018 Form 10-K for more information on the 2018 acquisition of Tate’s Bake Shop.

(2) Refer to Note 2, Divestitures and Acquisitions, to the consolidated financial statements in the 2018 Form 10-K for more information on prior-year divestitures.

Gross Profit to Adjusted Gross Profit

(in millions of U.S. dollars) (Unaudited)

 

 

(1) Refer to Note 7, Restructuring Program, to the consolidated financial statements in the 2018 Form 10-K for more information.

(2) Refer to Note 9, Financial Instruments, and Note 17, Segment Reporting, to the consolidated financial statements in the 2018 Form 10-K for more information on the unrealized gains and losses on commodity and forecasted currency transaction derivatives.

(3) Refer to Note 2, Divestitures and Acquisitions, to the consolidated financial statements in the 2018 Form 10-K for more information on prior-year divestitures.

(4) Refer to Note 13, Commitments and Contingencies – Tax Matters, to the consolidated financial statements in the 2018 Form 10-K for more information.

 

 

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  GAAP to Non-GAAP Reconciliation  

 

Diluted EPS to Adjusted EPS⁽¹⁾

(Unaudited)

 

 

(1) The tax expense/(benefit) of each of the pre-tax items excluded from our GAAP results was computed based on the facts and tax assumptions associated with each item, and such impacts have also been excluded from Adjusted EPS.

(2) See the Gross Profit table and the related footnotes for more information.

(3) Refer to Note 5, Goodwill and Intangible Assets, to the consolidated financial statements in the 2018 Form 10-K for more information on trademark impairments.

(4) Refer to Note 2, Divestitures and Acquisitions, to the consolidated financial statements in the 2018 Form 10-K for more information on the 2018 acquisition of Tate’s Bake Shop.

(5) Refer to Note 1, Summary of Significant Accounting Policies – Currency Translation and Highly Inflationary Accounting, to the consolidated financial statements in the 2018 Form 10-K for more information on our application of highly inflationary accounting for Argentina.

(6) Refer to Note 10, Benefits Plan, to the consolidated financial statements in the 2018 Form 10-K for more information.

(7) Refer to the Financial Measures definitions and related table notes.

(8) Refer to Note 9, Financial Instruments, to the consolidated financial statements in the 2018 Form 10-K for more information on our interest rate swaps, which we no longer designate as cash flow hedges.

(9) Refer to Note 8, Debt and Borrowing Arrangements, to the consolidated financial statements in the 2018 Form 10-K for more information on losses on debt extinguishment.

(10) Refer to Note 15, Income Taxes, to the consolidated financial statements in the 2018 Form 10-K for more information on the impact of the U.S. tax reform.

(11) Refer to Note 6, Equity Method Investments, to the consolidated financial statements in the 2018 Form 10-K for more information on the Keurig Dr Pepper transaction in 2018 and the 2017 sale of an interest in one of our equity method investments.

(12) Includes our proportionate share of unusual or infrequent items, such as acquisition and divestiture-related costs, restructuring program costs and discrete U.S. tax reform impacts recorded by our JDE and Keurig equity method investees.

 

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  GAAP to Non-GAAP Reconciliation  

 

Net Cash Provided by Operating Activities to Free Cash Flow

(in millions of U.S. dollars) (Unaudited)

 

 

 

 

 

 

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Map and Directions

2019 Annual Meeting of Shareholders

May 15, 2019 • 9:00 a.m. CDT

NOAH’S Event Venue

200 Barclay Boulevard

Lincolnshire, Illinois 60069

 

 

Directions to NOAH’S Event Venue

Noah’s is located in the Lincolnshire Corporate Center directly off of Half Day Road in Lincolnshire, Illinois.

From Northbound Milwaukee Avenue, turn left onto Half Day Road, and then turn left onto Barclay Boulevard. Barclay Boulevard is approximately 0.2 miles west of Milwaukee Avenue. Noah’s will be the second building on the west side of Barclay Boulevard, just south of Staybridge Suites.

From Southbound Milwaukee Avenue, turn right onto Half Day Road, then turn left onto Barclay Boulevard. Barclay Boulevard is approximately 0.2 miles west of Milwaukee Avenue. Noah’s will be the second building on the west side of Barclay Boulevard, just south of Staybridge Suites.

From the Tri-State Tollway (Route I-294) which becomes Route I-94, exit at IL-22/Half Day Road. Go west on IL-22/Half Day Road approximately 2.6 miles. Turn left onto Barclay Boulevard. Noah’s will be the second building on the west side of Barclay Boulevard, just south of Staybridge Suites.

 

 

 

 

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w  SCAN TO   VIEW MATERIALS & VOTE  MONDELEZ INTERNATIONAL, INC.  THREE PARKWAY NORTH  SUITE 300  DEERFIELD, IL 60015   VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above  Use the Internet to transmit your voting instructions and for electronic delivery of information  up until 11:59 P.M. Eastern Time on May 14, 2019 (May 10, 2019 for Plan Participants). Have  your proxy card in hand when you access the website and follow the instructions to obtain your  records and to create an electronic voting instruction form.  ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS  If you would like to reduce the costs incurred by our company in mailing proxy materials, you can  consent to receiving all future proxy statements, proxy cards and annual reports electronically via  e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to  vote using the Internet and, when prompted, indicate that you agree to receive or access proxy  materials electronically in future years.  VOTE BY PHONE - 1-800-690-6903  Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time  on May 14, 2019 (May 10, 2019 for Plan Participants). Have your proxy card in hand when you call  and then follow the instructions.   VOTE BY MAIL  Mark, sign and date your proxy card and return it in the postage-paid envelope we  have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.  SHAREHOLDER MEETING REGISTRATION  To vote and/or register to attend the meeting, go to the "Register for Meeting" link at www.proxyvote.com.  E65322-Z74373-P19037  MONDELEZ INTERNATIONAL, INC.  Company Proposals:  The Board of Directors recommends you vote FOR each of the  nominees listed in Proposal 1 below and FOR Proposals 2 and 3:  1. Election of Directors.  For   Abstain  Against  Abstain  Against  For    Nominees:  !  !  !  !  !  !   1l. Jean-François M. L. van Boxmeer   1a. Lewis W.K. Booth  !  !  !  !  !  !   1m. Dirk Van de Put   1b. Charles E. Bunch  !  !  !  !  !  !  2. Advisory Vote to Approve Executive Compensation.   1c. Debra A. Crew  3. Ratification of PricewaterhouseCoopers LLP as Independent  Registered Public Accountants for Fiscal Year Ending December 31, 2019.  !  !  !  !  !  !   1d. Lois D. Juliber  !  !  !   1e. Mark D. Ketchum  Shareholder Proposals:  Against  For   Abstain  The Board of Directors recommends you vote AGAINST the  following proposals:  !  !  !   1f. Peter W. May  !  !  !  !  !  !   1g. Jorge S. Mesquita  4. Report on Environmental Impact of Cocoa Supply Chain.  !  !  !  !  !  !   1h. Joseph Neubauer  5. Consider Employee Pay in Setting Chief Executive Officer Pay.  !  !  !   1i. Fredric G. Reynolds  NOTE: Such other business as may properly come before the meeting or  any postponement or adjournment thereof.  !  !  !   1j. Christiana S. Shi  !  !  !   1k. Patrick T. Siewert  Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign  personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

 

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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held
on May 15, 2019:

The Notice and Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com.