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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): November 29, 2024

 

 

MONDELĒZ INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Virginia   1-16483   52-2284372
(State or other jurisdiction of incorporation)   (Commission File Number)   (I.R.S. Employer Identification No.)

 

905 West Fulton Market, Suite 200, Chicago, Illinois 60607
(Address of principal executive offices, including zip code)

(847) 943-4000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

 

 

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 (see General Instruction A.2. below):

 

 

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 (s)   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 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 29, 2024, Vince Gruber, our Executive Vice President and President, Europe, informed us that he will retire from Mondelēz International (the “Company”), effective April 1, 2025.

Item 7.01. Regulation FD Disclosure.

On December 3, 2024, the Company issued a press release announcing Mr. Gruber’s retirement and Volker Kuhn’s appointment as the Company’s Executive Vice President and President, Europe, effective April 1, 2025. Mr. Kuhn will join the Company on January 6, 2025.

A copy of our press release, dated December 3, 2024, announcing Mr. Gruber’s retirement and Mr. Kuhn’s appointment is attached hereto as Exhibit 99.1.

The information under this Item 7.01, including Exhibit 99.1, will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section and it will not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

Number

 

Description

99.1   Mondelēz International, Inc. Press Release, dated December 3, 2024.
104   The cover page from Mondelēz International, Inc.’s Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101).

 

2


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/ Luca Zaramella

Name:   Luca Zaramella
Title:   Executive Vice President and Chief Financial Officer

Date: December 3, 2024

 

3

Exhibit 99.1

 

LOGO

 

Contact:   

Tracey Noe (Media)

  

Shep Dunlap (Investors)

  

+1 847 943 5678

  

+1 847 943 5454

  

news@mdlz.com

  

ir@mdlz.com

Mondelēz International Names Volker Kuhn

Executive Vice President for Europe

CHICAGO, December 3, 2024 – Mondelēz International (Nasdaq: MDLZ) today announced the appointment of Volker Kuhn as Executive Vice President and President, Europe, effective April 1, 2025, reporting directly to Chair and Chief Executive Officer Dirk Van de Put. Kuhn will replace Vinzenz Gruber, who has announced his retirement from the Company, also effective April 1, 2025. Kuhn will join the organization on January 6, 2025, partnering with Gruber to ensure a smooth transition.

Kuhn joins Mondelēz from Reckitt’s hygiene business, its largest global unit, where he delivered top- and bottom-line performance acceleration driven by innovation, consumer centricity and category growth. Earlier, he served as Reckitt’s Chief Transformation Officer.

Before Reckitt, Kuhn spent 26 years with Procter & Gamble, leading several critical growth accelerations, turnarounds and business transformations across Europe, North America, the Middle East and Africa. Among many accomplishments, he led the successful carve-out and divestiture of Duracell from P&G to Berkshire Hathaway. His experience spans multiple consumer products categories, including 10 years leading the Pringles Snacks division in Europe, as well as expertise across disciplines including finance, brand marketing, business development and general management.

“We’re delighted to welcome Volker Kuhn to our Mondelēz International family,” Van de Put said. “His breadth and depth of international consumer packaged goods experience, coupled with his track record of impressive results and leadership impact, position him well to accelerate growth in our European region while continuing to strengthen consumer loyalty to our iconic brands.”

Kuhn serves as Chairman and a Non-Executive Board member of FROSTA AG, a leading European frozen food company. He is fluent in German, English, and French. He earned a master’s degree in economics and finance from the University of Fribourg, and he holds dual German and Swiss citizenship.


“On behalf of Team Mondelēz, and especially our European colleagues, I’d like to thank Vince for his strong leadership and passionate dedication in driving commercial and operational excellence, consumer loyalty, and employee development,” Van de Put said. “With Vince at the helm, we have advanced core brands including Cadbury, Milka and Oreo across Europe, while expanding into exciting adjacencies such as snack bars, cakes and pastries – setting up the business for continued growth and success. We wish him the very best in retirement.”

About Mondelēz International

Mondelēz International, Inc. (Nasdaq: MDLZ) empowers people to snack right in over 150 countries around the world. With 2023 net revenues of approximately $36 billion, MDLZ is leading the future of snacking with iconic global and local brands such as Oreo, Ritz, LU, Clif Bar and Tate’s Bake Shop biscuits and baked snacks, as well as Cadbury Dairy Milk, Milka and Toblerone chocolate. Mondelēz International is a proud member of the Standard and Poor’s 500, Nasdaq 100 and Dow Jones Sustainability Index. Visit www.mondelezinternational.com or follow the company on X at x.com/MDLZ.

Forward-Looking Statements

This press release contains forward-looking statements. Words, and variations of words, such as “will,” “may,” “expect,” “plan,” “continue” and similar expressions are intended to identify these forward-looking statements, including, but not limited to, statements of belief or expectation and statements about Mondelēz International’s leadership position in snacking. These forward-looking statements are subject to change and to inherent risks and uncertainties, many of which are beyond Mondelēz International’s control, which could cause Mondelēz International’s actual results or outcomes to differ materially from those projected or assumed in these forward-looking statements. Please also see Mondelēz International’s risk factors, as they may be amended from time to time, set forth in its filings with the U.S. Securities and Exchange Commission, including its most recently filed Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. There may be other factors not presently known to Mondelēz International or which it currently considers to be immaterial that could cause Mondelēz International’s actual results to differ materially from those projected in any forward-looking statements it makes. Mondelēz International disclaims and does not undertake any obligation to update or revise any forward-looking statement in this press release, except as required by applicable law or regulation.

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