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High turnout as Mondelez (NASDAQ: MDLZ) investors back 10 directors

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
8-K

Rhea-AI Filing Summary

Mondelez International, Inc. reported the results of its annual meeting of shareholders held on May 20, 2026. A total of 1,146,124,295 Class A Common shares, representing 89.3% of shares outstanding, were present or represented.

Shareholders elected 10 directors to one-year terms ending at the 2027 annual meeting, including Ertharin Cousin and Chairman and CEO Dirk Van de Put. Each nominee received a substantial majority of votes cast, with broker non-votes reported separately.

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Shares represented 1,146,124,295 shares Class A Common Stock represented at May 20, 2026 annual meeting
Participation rate 89.3% of outstanding shares Turnout for Class A Common Stock at annual meeting
Votes for Dirk Van de Put 988,320,371 votes for Director election at 2026 annual meeting
Votes against Dirk Van de Put 48,198,717 votes against Director election at 2026 annual meeting
Broker non-votes (directors) 107,217,219 shares Broker non-votes reported for each director election
annual meeting of shareholders financial
"On May 20, 2026, we held our annual meeting of shareholders."
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
broker non-votes financial
"For | Against | Abstain | Broker Non-Votes a. Ertharin Cousin..."
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Class A Common Stock financial
"A total of 1,146,124,295 shares of our Class A Common Stock..."
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
Submission of Matters to a Vote of Security Holders regulatory
"Item 5.07. Submission of Matters to a Vote of Security Holders."
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FAQ

What did Mondelez (MDLZ) shareholders vote on at the May 2026 meeting?
Shareholders voted on the election of 10 directors to serve one-year terms ending at the 2027 annual meeting. Each director nominee, including Dirk Van de Put and other board members, received a strong majority of votes cast at the meeting.

How many Mondelez (MDLZ) shares were represented at the 2026 annual meeting?
A total of 1,146,124,295 Class A Common shares were represented, equal to 89.3% of outstanding shares. This high participation level indicates broad shareholder engagement in the company’s governance and board elections during the May 20, 2026 annual meeting.

Were Mondelez (MDLZ) director nominees elected at the 2026 annual meeting?
Yes, shareholders elected 10 directors to the board for one-year terms ending at the 2027 annual meeting. Nominees such as Ertharin Cousin, Cees ’t Hart, and Dirk Van de Put all received majority support in the reported voting results.

How did shareholders vote on Mondelez (MDLZ) CEO Dirk Van de Put’s board seat?
For director Dirk Van de Put, shareholders cast 988,320,371 votes for, 48,198,717 against, and 2,387,986 abstentions, with 107,217,219 broker non-votes. These results show he received a clear majority of votes cast in favor of his election.

What level of support did other Mondelez (MDLZ) director nominees receive?
Other nominees each received strong majorities of votes cast. For example, Ertharin Cousin received 1,029,957,512 votes for and 6,002,252 against, while Nancy McKinstry received 1,031,447,065 for and 4,593,682 against, plus separate broker non-votes reported.

What is meant by broker non-votes in the Mondelez (MDLZ) results?
Broker non-votes are shares held in street name where brokers did not receive specific voting instructions on certain proposals. In the director elections, 107,217,219 shares were reported as broker non-votes, meaning they counted for quorum but not for or against individual director nominees.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 8-K
___________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): May 20, 2026
___________________________________
MONDELĒZ INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
___________________________________

Virginia
(State or other jurisdiction of incorporation)
1-16483
(Commission File Number)
52-2284372
(I.R.S. Employer Identification Number)
905 West Fulton Market, Suite 200, Chicago, IL 60607
(Address of principal executive offices, including zip code)
(847) 943-4000
(Registrant's telephone number, including area code)
___________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Class A Common Stock, no par value
MDLZ
The Nasdaq Global Select Market
1.625% Notes due 2027
MDLZ27
The Nasdaq Stock Market LLC
0.250% Notes due 2028
MDLZ28
The Nasdaq Stock Market LLC
0.750% Notes due 2033
MDLZ33
The Nasdaq Stock Market LLC
2.375% Notes due 2035
MDLZ35
The Nasdaq Stock Market LLC
4.500% Notes due 2035
MDLZ35A
The Nasdaq Stock Market LLC
1.375% Notes due 2041
MDLZ41
The Nasdaq Stock Market LLC
3.875% Notes due 2045
MDLZ45
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company    ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 20, 2026, we held our annual meeting of shareholders. A total of 1,146,124,295 shares of our Class A Common Stock, or 89.3% of our outstanding shares of Class A Common Stock, were represented at the annual meeting. The final voting results for each of the matters submitted to a shareholder vote at the annual meeting are set forth below:

1.
Our shareholders elected 10 directors to each serve a one-year term until our 2027 annual meeting of shareholders or until his or her successor has been duly chosen and qualified, based on the following voting results:
For
Against
Abstain
Broker Non-Votes
a. Ertharin Cousin
1,029,957,512
6,002,252
2,947,310
107,217,219
b. Cees ‘t Hart
1,028,848,075
7,695,695
2,363,304
107,217,219
c. Nancy McKinstry
1,031,447,065
4,593,682
2,866,328
107,217,219
d. Brian J. McNamara
1,027,837,826
8,744,309
2,324,939
107,217,219
e. Jorge S. Mesquita
1,012,374,300
24,206,705
2,326,069
107,217,219
f. Jane Hamilton Nielsen
1,023,693,845
12,356,128
2,857,102
107,217,219
g. Paula A. Price
1,026,703,401
9,872,676
2,330,998
107,217,219
h. Patrick T. Siewert
1,004,404,801
32,163,089
2,339,184
107,217,219
i. Michael A. Todman
1,021,622,532
14,330,818
2,953,724
107,217,219
j. Dirk Van de Put
988,320,371
48,198,717
2,387,986
107,217,219
2.
Our shareholders approved on an advisory basis our named executive officer compensation, based on the following voting results:
For
Against
Abstain
Broker Non-Votes
990,330,206
43,420,217
5,156,652
107,217,219

3.
Our shareholders ratified the selection of PricewaterhouseCoopers LLP as our independent auditors for the fiscal year ending December 31, 2026, based on the following voting results:
For
Against
Abstain
Broker Non-Votes
1,083,957,147
59,350,643
2,816,503
0

4.
Our shareholders did not approve a shareholder proposal requesting a report on objective evaluation of plastic packaging polices, based on the following voting results:
For
Against
Abstain
Broker Non-Votes
16,578,062
1,009,810,767
12,518,246
107,217,219

5.
Our shareholders did not approve a shareholder proposal requesting adoption of an independent board chairman policy, based on the following voting results:
For
Against
Abstain
Broker Non-Votes
321,607,861
709,687,695
7,611,518
107,217,219









SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



MONDELĒZ INTERNATIONAL, INC.
By:
/s/ Laura Stein
Name:
Laura Stein
Title:
Executive Vice President, Corporate & Legal Affairs, General Counsel and Corporate Secretary
Date: May 26, 2026


Source: View Original Filing on SEC EDGAR

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