Mondelez International

On March 23, 2021, Debra Crew, a member of our Board of Directors, informed us that she would not stand for reelection at our 2021 Annual Meeting of Shareholders. Ms. Crew not standing for reelection was not due to a disagreement with the company.

As previously announced, Timothy Cofer’s last day as Executive Vice President and Chief Growth Officer of Mondelēz International, Inc. (the “Company”) will be August 31, 2019. On August 26, 2019, one of the Company’s wholly-owned subsidiaries, Mondelēz Global LLC (“Mondelēz Global”), entered into a separation agreement (the “Agreement”) with Mr. Cofer. Under the Agreement, Mr. Cofer’s last day of employment with Mondelēz Global is August 31, 2019 (“Last Day Worked”). In exchange for entering into the Agreement, Mr. Cofer will receive a cash severance benefit equal to his current monthly base salary for each month from September 1, 2019 through and including August 31, 2020 (a total of $875,000). Mr.

On July 18, 2019, we announced that Timothy Cofer, our Executive Vice President and Chief Growth Officer, will leave the company to pursue leadership opportunities outside of Mondelēz International. His last day with the company will be August 31, 2019.

On October 29, 2018, we announced that Hubert Weber, EVP and President, Europe, will retire on January 31, 2019 and will be succeeded by Vinzenz Gruber, currently President, Western Europe, as EVP and President, Europe.

As previously announced, effective July 31, 2018, Brian Gladden stepped down from the position of Executive Vice President and Chief Financial Officer of Mondelēz International, Inc. (the “Company”). On August 13, 2018, one of the Company’s wholly-owned subsidiaries, Mondelēz Global LLC (“Mondelēz Global”), entered into a separation agreement (the “Agreement”) with Mr. Gladden. Under the Agreement, Mr. Gladden’s last day of employment with Mondelēz Global was July 31, 2018 (“Last Day Worked”). As previously disclosed, in exchange for entering into the Agreement, Mr. Gladden will be eligible to receive a pro-rated 2018 Management Incentive Program award based on the number of days worked from January 1, 2018 through the Last Day Worked to be paid at actual performance for the individual component and actual performance for the company component.

As previously announced on our Current Report on Form 8-K filed June 19, 2018, effective August 1, 2018, Luca Zaramella became our Executive Vice President and Chief Financial Officer. In addition, effective August 1, 2018, Mondelēz Global LLC and Mr. Zaramella entered into an international permanent transfer letter (the “Letter”). The Letter memorializes Mr. Zaramella’s cash compensation as also disclosed in our Current Report on Form 8-K filed June 19, 2018, including an annual base salary of $700,000 and a target annual incentive of 100% of annual base salary. The Letter provides that Mr. Zaramella will be entitled to permanent residence assistance for up to 12 months following his localization date. Mr. Zaramella will be eligible for U.S. benefits and incentive programs.

On June 14, 2018, we named Luca Zaramella our Executive Vice President and Chief Financial Officer, effective August 1, 2018. Mr. Zaramella will replace Brian T. Gladden, Executive Vice President and Chief Financial Officer, who announced on that date that he is leaving the company effective August 1, 2018. Mr. Zaramella, age 49, has served as our Senior Vice President Corporate Finance, CFO Commercial and Treasurer since June 2016. He also served as Interim Lead Finance North America from April 2017 until November 2017. Prior to that, he served as our Senior Vice President and Corporate Controller from December 2014 until August 2016 and Senior Vice President, Finance of Mondelez Europe from October 2011 until November 2014. In connection with Mr.

In our Current Report on Form 8-K filed with the SEC on February 13, 2018, we reported that we appointed Debra A. Crew and Peter W. May to the Mondelēz International, Inc. Board of Directors, effective March 1, 2018. We are filing this Amendment No. 1 to that Form 8-K to report that our Board of Directors appointed Ms. Crew a member of the Audit Committee and the Finance Committee and appointed Mr. May a member of the Finance Committee and the Human Resources and Compensation Committee, all effective May 16, 2018.

As previously announced, effective November 20, 2017, Irene B. Rosenfeld stepped down from the position of CEO of Mondelēz International, Inc. (the “Company”). She continued to serve as Chairman of the Board of Directors (the “Board”) for a transition period through March 31, 2018, after which she retired from the Company and resigned from the Board. On April 30, 2018, the Company provided Ms. Rosenfeld with a retirement letter (the “Letter”). The Letter provides Ms. Rosenfeld benefits in connection with her retirement as outlined in our Current Report on Form 8-K filed December 18, 2017. Following Ms. Rosenfeld’s retirement on April 1, 2018 (the “Retirement Date”), all of her unvested performance share units as of the Retirement Date continue to vest per the normal vesting schedule.

On February 8, 2018, we increased the size of the Mondelēz International Board of Directors (the “Board”) from 13 to 14 members and appointed Debra A. Crew and Peter W. May to the Board, effective March 1, 2018. The Board has not yet determined to which committees it will appoint Ms. Crew and Mr. May. On February 12, 2018, Nelson Peltz resigned from the Board, effective March 1, 2018. Ms. Crew and Mr. May will be included in our slate of nominees for election to the Board at the 2018 annual meeting of shareholders. Ms. Crew and Mr. May will receive the same compensation and indemnification as our other non-employee directors. The compensation program is described in our Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 28, 2017.

As previously announced, effective November 20, 2017, Irene B. Rosenfeld stepped down from the position of CEO of Mondelēz International, Inc. (the “Company”) but continues to serve as Chairman of the Board of Directors (the “Board”) for a transition period through March 31, 2018, at the end of which she will retire from the Company and resign from the Board. On December 12, 2017, the Human Resources and Compensation Committee (the “Compensation Committee”) of the Board approved Ms. Rosenfeld’s compensation for her service as Chairman for the period from January 1, 2018 through March 31, 2018. Effective January 1, 2018, Ms. Rosenfeld will receive over the course of that period $500,000 in salary. Upon retirement, she will also be eligible to receive continued vesting of her outstanding grants of performance share units for the 2016-2018 and 2017-2019 performance cycles.

On November 29, 2017, Ruth J. Simmons resigned from the Mondelēz International Board of Directors. Dr. Simmons has been serving as interim president of Prairie View A&M University since July 2017 and will soon become its next president.

On October 25, 2017, we announced that Glen Walter will join the company in November 2017 and become Executive Vice President and President, North America. Upon commencement of Mr. Walter’s employment, Timothy P. Cofer will cease to serve as Interim President of the North American business and will return full time to his role as Executive Vice President and Chief Growth Officer. A copy of the related press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.

In our Current Report on Form 8-K filed with the SEC on August 2, 2017, we reported that Dirk Van de Put will succeed Irene Rosenfeld as CEO of Mondelēz International, Inc. (the “Company”) and become a director of the Company, both on a date not later than November 20, 2017, and that in connection with his election, the size of our Board of Directors (the “Board”) will be increased from 13 to 14 members and Mr. Van de Put will fill the resulting vacancy. We are filing this Amendment No. 1 to that Form 8-K to report that on September 28, 2017, the Board increased its size from 13 to 14 members and elected Mr. Van de Put to the Board and as CEO of the Company, all effective November 20, 2017.

On August 2, 2017, we announced the results of the thorough, multi-year Chief Executive Officer (“CEO”) succession planning process of our Board of Directors (the “Board”). In November 2017, Irene B. Rosenfeld will step down from the position of CEO of Mondelēz International, Inc. (the “Company”). Dirk Van de Put, 57, will succeed Ms. Rosenfeld as CEO and become a director of the Company, both on a date not later than November 20, 2017 (the “Start Date”). In connection with his election, the size of the Board will be increased from 13 to 14 members and Mr. Van de Put will fill the resulting vacancy. Ms. Rosenfeld will continue as Chairman of the Board for a transition period through March 31, 2018, at the end of which she will retire from the Company and resign from the Board, and Mr. Van de Put will succeed Ms. Rosenfeld as Chairman, effective April 1, 2018.

On April 18, 2017, we announced that, effective as of that date, Roberto Marques no longer serves as our Executive Vice President and President, North America. On May 24, 2017, one of our wholly-owned subsidiaries, Mondelēz Global LLC (“Mondelēz Global”), entered into a separation agreement (the “Agreement”) with Mr. Marques. The Agreement provides Mr. Marques with additional benefits greater than what he would otherwise be entitled to receive in connection with the end of his employment with us as consideration for his agreement to comply with certain restrictive covenants. Under the Agreement, Mr. Marques’s last day of employment with Mondelēz Global was April 30, 2017 (“Last Day Worked”). In exchange for entering into the Agreement, Mondelēz Global will provide Mr.

Effective April 18, 2017 and in connection with other organizational changes, Roberto Marques no longer serves as our Executive Vice President and President, North America. Timothy P. Cofer, Executive Vice President and Chief Growth Officer, will serve as Interim President of the North American business, in addition to his current role.

On July 21, 2016, Mondelēz International, Inc. increased the size of our Board of Directors (the “Board”) from 13 to 14 members and appointed Charles E. (Chuck) Bunch to the Board. The Board appointed Mr. Bunch a member of the Human Resources and Compensation Committee and the Governance, Membership and Public Affairs Committee. All of these actions are effective September 1, 2016. Mr. Bunch will receive the same compensation and indemnification as our other non-employee directors. The compensation program is described in our Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 28, 2016. The form of indemnification agreement is an exhibit to our Annual Report on Form 10-K filed with the SEC on February 19, 2016. There are no transactions between Mr. Bunch and us that would be reportable under Item 404(a) of Regulation S-K. Mr.

In our Current Report on Form 8-K filed with the SEC on December 8, 2015, we reported that we appointed Christiana Shi to the Mondelēz International, Inc. Board of Directors effective January 4, 2016. We are filing this Amendment No. 1 to that Form 8-K to report that our Board of Directors appointed Ms. Shi a member of the Audit Committee and the Governance, Membership and Public Affairs Committee, effective May 18, 2016.

On April 27, 2016, we announced that Mark Clouse, our Executive Vice President and Chief Commercial Officer, will leave the company on May 13, 2016.