Independent
Tenure on this board
4.4 yrs
Also a director at
Borealis Foods Inc (BRLS)
10 nominees · 5 ballot items.
Election of 10 directors; Advisory vote to approve executive compensation (Say-on-Pay); Ratification of PricewaterhouseCoopers LLP as independent auditors for 2026; Shareholder proposal to commission a report evaluating plastics packaging policies; Shareholder proposal to adopt an independent board chairman policy.
Elect 10 director nominees to the Board for one-year terms.
Advisory (non-binding) vote to approve the Company's executive compensation as disclosed in the proxy statement.
This advisory proposal asks shareholders to approve the compensation paid to the company's named executive officers as disclosed in the proxy statement (Say-on-Pay). Management seeks endorsement to validate its compensation philosophy, which emphasizes performance-based pay, significant equity weighting, and metrics tied to organic net revenue growth and adjusted EPS, with a relative TSR modifier. The Board and the People and Compensation Committee recommend a vote FOR, arguing that the program aligns executives' interests with shareholders by heavily weighting long-term incentive compensation, using multiple performance metrics to discourage excessive risk-taking, and incorporating clawback provisions. The context includes strong historical shareholder support for Say-on-Pay (94% support in 2025) and recent company performance challenges driven by elevated cocoa costs; management frames compensation as balanced between retention and performance incentives and responsive to shareholder feedback.
Ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP as independent registered public accountants for fiscal year 2026.
Shareholder proposal requesting the Board commission and publish a report by March 31, 2027 evaluating the Company's plastics packaging policies using non-biased, scientific and economic analysis, including quantifiable analysis of potential policy changes' financial impact.
The shareholder proposal requests an independent, evidence-based report assessing Mondelēz’s plastics packaging policies and the financial impacts of potential policy changes. The proponent contends that prior commitments (e.g., recyclable packaging by 2025 and virgin plastic reduction targets) have stalled, that plastics may offer net environmental and economic benefits versus alternatives, and that the focus should be on waste management rather than demonizing plastics. The Board opposes the proposal as duplicative and costly, citing existing disclosures in the Snacking Made Right Report, ongoing programs, investments in recycling and alternative materials (Sustainable Futures, Pack2Earth, Circulate Capital, CoLab), and governance oversight through the Governance Committee and Finance Committee. The Board’s counter-argument emphasizes that current governance and disclosure already addresses packaging strategy and that commissioning a separate report would not add meaningful information.
Shareholder proposal requesting the Board adopt a policy that the roles of Chairman and CEO be separated and that the Chairman be an independent director.
The proposal seeks to separate the roles of Chair and CEO and require the Chair to be independent. The proponent argues separation would improve oversight and address governance controversies; the Board opposes, citing flexibility, an empowered Lead Independent Director role with significant responsibilities, regular shareholder engagement showing support for current structure, and repeated prior rejections of similar proposals by shareholders.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.49% | 83,329,738 | $4.8B |
| 2 | Capital Research Global Investors | 5.32% | 68,304,166 | $3.9B |
| 3 | STATE STREET CORP | 4.81% | 61,783,677 | $3.6B |
| 4 | Capital International Investors | 3.90% | 50,019,822 | $2.9B |
| 5 | BlackRock, Inc. | 3.62% | 46,504,930 | $2.7B |
| 6 | PRICE T ROWE ASSOCIATES INC /MD/ | 3.28% | 42,166,287 | $2.4B |
| 7 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.62% | 33,657,622 | $1.9B |
| 8 | BlackRock, Inc. | 2.09% | 26,879,424 | $1.5B |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.00% | 25,688,719 | $1.5B |
| 10 | Invesco Ltd. | 1.15% | 14,715,927 | $848M |
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