🧾 What This Document Is

This is a DEF 14A, or "Proxy Statement." Think of it as the official invitation and agenda for Mondelez International's annual shareholder meeting. Its main job is to give shareholders the information they need to vote on important company matters, like electing directors and approving executive pay. The meeting itself will be held virtually on May 20, 2026.

👉 Why it matters: If you own stock in Mondelez (like owning a small piece of the company), this document tells you what's being voted on and gives you the details to make informed decisions.

🏢 What The Company Does

In simple terms, Mondelez International is a global snacking powerhouse. They own and make some of the world's most famous snack brands.

Brands: Oreo, Ritz, Cadbury Dairy Milk, Milka, Toblerone, CLIF Bar, and Tate’s Bake Shop.
Categories: Biscuits & baked snacks (their biggest segment), chocolate, gum & candy, cheese & grocery, and beverages.
Scale: They have about 91,000 employees, operate in over 150 countries, and had $38.5 billion in net revenue in 2025.
Strategy: They focus on "core snacks" (biscuits and chocolate), which they aim to make up 90% of revenue by 2030. About 40% of their sales come from fast-growing emerging markets like China, India, Brazil, and Mexico.

💰 2025 Performance: A Year of Strength & Transition

Despite big challenges, Mondelez delivered solid results in 2025. Here’s what the CEO highlighted:

Big Challenge: Historic volatility in cocoa prices was the defining issue of the year, especially impacting their European chocolate business.
The Response: The company took disciplined actions like pricing, supply chain changes, and reinvesting in brands. They are also working to diversify cocoa sourcing beyond West Africa and investing in new technologies.
The Results:
- Delivered solid net revenue growth.
- Generated durable gross profit dollars.
- Had strong free cash flow.
- Returned meaningful capital to shareholders through dividends and stock buybacks.
The Outlook: As cocoa markets stabilize, Mondelez expects improved margins and stronger earnings growth starting in 2027.

🚀 Key Moves & Leadership Change The most significant move was a leadership shift to sharpen execution:

Luca Zaramella was appointed Chief Operating Officer (COO), overseeing all commercial operations globally.
He will continue as Chief Financial Officer (CFO) for now while the company searches for a new finance chief.
Why it matters: This puts one leader in charge of day-to-day operations worldwide, aiming to speed up decision-making and improve performance as the company works to accelerate its growth.

📦 Financial & Strategic Position

Mondelez sees itself as structurally stronger after 2025, built on several key advantages:

Category Focus: Snacking is deeply embedded in daily life, and their core categories grow faster than the broader food market. They hold the #1 global position in biscuits and a strong #2 in chocolate.
Geographic Mix: Their diverse footprint, with a large emerging markets engine, provides resilience and growth runway.
Long-Term Goals: The company's "growth algorithm" aims for 3-5% annual organic revenue growth, high single-digit adjusted EPS growth, and over $3 billion in free cash flow.
Capital Allocation: They plan to balance reinvesting in the business, making strategic acquisitions, and returning cash to shareholders.

👥 Governance & Board Nominees

A major purpose of this proxy is to elect the Board of Directors. Here’s the snapshot:

10 Nominees are up for election, including the CEO. The board is diverse in age (59-70), gender, and background.
Key Principle: The board is mostly independent (except for the CEO). It has a strong Lead Independent Director, Patrick Siewert, who presides over meetings of independent directors and acts as a liaison to shareholders.
Leadership Structure: The CEO, Dirk Van de Put, also serves as Board Chair. The board believes this combined role is effective and has robust independent oversight through the Lead Director.
Shareholder Proposals: Two shareholder proposals will be voted on:
1. A request for a report on evaluating plastics packaging policies.
2. A request to adopt a policy for an independent board chairman.

💼 Executive Compensation ("Say-on-Pay")

This proxy details how top executives are paid, which shareholders get to vote on (Item 2).

Philosophy: The compensation program is designed to tie pay to company performance and long-term shareholder value.
Key Components: It includes a mix of base salary, annual bonuses for hitting short-term goals, and long-term equity awards (like stock) that vest over time.
2025 Highlights: Despite cocoa volatility, the "Compensation Discussion & Analysis" section explains how pay decisions reflected the company's solid execution and strategic progress.
Pay Versus Performance: A required table shows the relationship between executive pay and the company's financial results over a multi-year period.

🔮 What's Next: 2026 Priorities

The letters from the CEO and Lead Director point to the path forward:

Restore Volume Momentum in Developed Markets: In North America, this includes a multi-year supply chain modernization program set to begin in 2027. In Europe, the focus is on recovering from the cocoa shock and refining price points.
Sustain Strong Growth in Emerging Markets: Continue driving volume-led growth through distribution expansion and local innovation.
Navigate Cocoa Volatility: Stabilize the supply chain and improve margin dynamics as cocoa prices normalize.
Execute with New Leadership Structure: Leverage the new COO role to elevate execution across the company.

⚖️ The Big Picture: Strengths & Risks

👍 Strengths:

Iconic, market-leading brands in resilient snack categories.
Diversified global footprint with a powerful emerging markets engine.
Clear strategy focused on "core snacks."
Strong capital discipline and shareholder returns.

⚠️ Risks & Challenges:

Commodity Volatility: Cocoa price swings remain a significant near-term challenge for the chocolate business.
Competitive & Inflationary Pressures: Fighting for market share while managing costs and consumer price sensitivity in developed markets.
Execution Risk: Successfully implementing the supply chain modernization and restoring consistent volume growth.

🧠 The Analogy

Mondelez is like a global restaurant chain navigating a sudden, massive spike in the price of a key ingredient (cocoa). It's raising menu prices thoughtfully, working to secure new suppliers, and investing in kitchen upgrades (supply chain). It's also focusing on its most popular dishes (core snacks) and opening new locations in fast-growing towns (emerging markets). The board is updating the management team to run the kitchens more efficiently while reassuring the investors (shareholders) that the recipe for long-term success is intact.

🧩 Final Takeaway

Mondelez faced a historic cocoa crisis in 2025 but delivered solid results by focusing on its powerful brands and global scale. Now, with a new COO in place, the company is sharpening its execution to restore growth momentum. Shareholders are being asked to renew the board's mandate and approve its approach to managing the company and compensating its leaders.

Mondelez International, Inc. — DEF 14A Filing