MONDELEZ INTERNATIONAL INC CLASS A (MDLZ)
Sector: Consumer Staples
2026 Annual Meeting Analysis
MONDELEZ INTERNATIONAL INC CLASS A · Meeting: May 20, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of 10 Director Nominees Named in the Proxy Statement
Director since January 2022 (within 24 months exemption period has passed but tenure is under 3 years with less than half the underperformance period covered); MDLZ's 3-year TSR of -10.6% trails the peer median by only 11.6pp, below the 20pp trigger threshold for negative absolute TSR, so no TSR flag applies; no overboarding, attendance, or independence concerns identified.
Director since July 2023, well within the 24-month new-director exemption from the TSR trigger; no overboarding, attendance, or independence concerns identified.
Director since May 2025, well within the 24-month new-director exemption from the TSR trigger; no overboarding, attendance, or independence concerns identified.
Director since February 2024, within the 24-month new-director exemption from the TSR trigger; McNamara is a sitting CEO at Haleon plc and serves on one outside public company board (MDLZ), which is within the one-outside-board limit for sitting CEOs; no other concerns identified.
Director since May 2012; MDLZ's 3-year TSR of -10.6% trails the peer median by only 11.6pp, which is below the 20pp trigger threshold for negative absolute TSR, so no TSR flag applies; no overboarding, attendance, or independence concerns identified.
Director since May 2021; MDLZ's 3-year TSR underperforms the peer median by 11.6pp, which is below the 20pp trigger threshold for negative absolute TSR; no overboarding, attendance, or independence concerns identified.
Director since May 2024, within the 24-month new-director exemption from the TSR trigger; no overboarding, attendance, or independence concerns identified.
Director since October 2012; MDLZ's 3-year TSR underperforms the peer median by 11.6pp, which is below the 20pp trigger threshold for negative absolute TSR; no overboarding concerns (one outside public company board at Avery Dennison); no attendance or independence concerns identified.
Director since May 2020; MDLZ's 3-year TSR underperforms the peer median by 11.6pp, which is below the 20pp trigger threshold for negative absolute TSR; no overboarding, attendance, or independence concerns identified.
Director and CEO since November 2017; MDLZ's 3-year TSR underperforms the peer median by 11.6pp, which is below the 20pp trigger threshold for negative absolute TSR; as an executive director he is subject to the same TSR trigger as other directors, but the threshold is not met; no other concerns identified.
All 10 director nominees pass the TSR trigger screen: MDLZ's absolute 3-year TSR is negative (-10.6%), which places it in the lowest tier, where the underperformance threshold is 20pp versus the named peer group median; the actual gap is only 11.6pp, so the trigger does not fire for any director. Four directors joined within the past 24 months and are additionally exempt as new directors. No overboarding, attendance below 75%, non-independence on audit/compensation committees, or familial relationship concerns were identified for any nominee. All 10 directors receive a FOR vote.
Say on Pay
✓ FORCEO
Van de Put, Dirk
Total Comp
$24,516,114
Prior Support
N/A
CEO total compensation of $24,516,114 is within a reasonable range for a large-cap global consumer staples company of MDLZ's size ($74B market cap), and the compensation structure is heavily performance-based: the proxy discloses 93% of CEO pay is at-risk variable compensation, well above the 50-60% minimum threshold. The pay mix is high quality, combining an annual cash incentive tied to multiple financial metrics (organic volume growth, organic net revenue growth, adjusted gross profit growth, adjusted operating income growth, and free cash flow) with a long-term equity program using performance stock awards with 3-year cliff vesting tied to organic net revenue growth, adjusted EPS growth, and a relative TSR modifier, plus stock options that only have value if the stock price rises. The pay-for-performance alignment check does not trigger a No vote because while MDLZ's stock underperformed, the underperformance versus the peer group median (11.6pp over 3 years) does not exceed the 20pp threshold, and the company discloses a clawback policy covering financial restatements and significant misconduct.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$15,828,000
Non-Audit Fees
$1,039,000
Non-audit fees (audit-related fees of $700,000 + tax fees of $325,000 + all other fees of $14,000 = $1,039,000) represent approximately 6.6% of audit fees ($15,828,000), well below the 50% threshold that would raise independence concerns. PwC is a Big 4 firm appropriate for a company of MDLZ's size and complexity. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire per policy; the absence of tenure disclosure is noted as a minor negative factor but does not change the vote. No material financial restatements were identified.
Stockholder Proposals
2 proposals submitted by shareholders
Proposal 4
Report on Objective Evaluation of Plastics Packaging Policies
As You Sow is a recognized ESG and environmental advocacy organization that consistently files proposals serving progressive policy goals rather than neutral fiduciary objectives; under the policy's symmetry rule, proposals from ideological filers on either end of the political spectrum are voted against regardless of how the proposal is framed. Even setting aside filer identity, Mondelēz already discloses that approximately 96% of its packaging is designed to be recyclable and publishes sustainability reporting aligned with SASB and TCFD frameworks, suggesting the marginal informational value of an additional report is limited. The board opposes the proposal, and no compelling prior-year vote history is available to override the ideological filer disqualification.
Proposal 5
Adopt Independent Board Chairman Policy
The National Legal and Policy Center is a well-documented conservative advocacy organization; under the policy's symmetry rule, proposals from ideological filers on either end of the political spectrum are voted against regardless of how the underlying proposal is framed. While an independent board chair is generally a mainstream governance improvement, the source of this proposal disqualifies it from support because the filer's motivation is ideological rather than neutral fiduciary. Additionally, Mondelēz has a robust Lead Independent Director structure with substantive authority that provides meaningful independent oversight, and no prior-year vote data suggests overwhelming shareholder demand for a structural change at this time.
Overall Assessment
The 2026 Mondelēz International annual meeting presents a straightforward ballot: all 10 director nominees pass the TSR underperformance screen (the 3-year gap versus the named peer group is 11.6pp, below the 20pp trigger), PricewaterhouseCoopers passes the auditor independence test with non-audit fees at only 6.6% of audit fees, and the executive compensation program earns a FOR vote due to its heavily performance-weighted structure (93% of CEO pay at-risk) and acceptable pay-for-performance alignment. Both shareholder proposals are voted against because they were filed by ideological advocacy organizations — As You Sow (progressive) and the National Legal and Policy Center (conservative) — which the policy disqualifies from support regardless of the merits of the underlying ask.
Compensation Peer Group
14 companies disclosed in 2026 proxy filing