Mondelez International (MDLZ) Proxy filing summary

Executive summary

• Achieved solid net revenue growth and strong free cash flow in 2025 despite historic cocoa market volatility and uneven consumer confidence.

• Shifted revenue mix toward core snacks, aiming for 90% of revenues from these categories by 2030.

• Emerging markets contributed 40% of revenue, with double-digit organic growth over the past five years.

• Launched a multi-year supply chain modernization in North America and refined strategies in Europe to address cocoa volatility.

• Appointed Luca Zaramella as COO to elevate execution and accountability.

Voting matters and shareholder proposals

• Shareholders will vote on electing 10 director nominees, an advisory say-on-pay for executive compensation, and ratification of PricewaterhouseCoopers LLP as external auditor for 2026.

• Two shareholder proposals: a report on plastics packaging policies and a policy to adopt an independent board chairman; the Board recommends voting against both.

Board of directors and corporate governance

• Board is majority independent, with only the CEO as a management director.

• Annual election of directors by majority vote; proxy access for shareholders with 3%+ ownership for three years.

• Lead Independent Director has broad duties, including presiding over executive sessions and engaging with shareholders.

• Board refreshment emphasized, with four new directors in the last three years and a 15-year term limit for non-employee directors.

• Regular shareholder engagement, annual self-assessments, and robust onboarding and education for directors.