DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.     )

Filed by the Registrant    x

Filed by a Party other than the Registrant    ¨

Check the appropriate box:

 

¨ Preliminary Proxy Statement

 

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

¨ Definitive Proxy Statement

 

x Definitive Additional Materials

 

¨ Soliciting Material Pursuant to § 240.14a-12

Mondelēz International, Inc.

 

(Name of Registrant as Specified In Its Charter)

 

 

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

x No fee required.

 

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

(1) Title of each class of securities to which transaction applies:

 

 

(2) Aggregate number of securities to which transaction applies:

 

 

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

(4) Proposed maximum aggregate value of transaction:

 

 

(5) Total fee paid:

 

 

¨ Fee paid previously with preliminary materials.

 

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

(1) Amount Previously Paid:

 

 

(2) Form, Schedule or Registration Statement No.:

 

 

(3) Filing Party:

 

 

(4) Date Filed:

 

 


*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Annual Shareholder Meeting to Be Held on May 21, 2014.

 

            MONDELĒZ INTERNATIONAL, INC.

 

 

 

LOGO

MONDELĒZ INTERNATIONAL, INC.

THREE PARKWAY NORTH

DEERFIELD, IL 60015

 

 

LOGO

 

Meeting Information

 

Meeting Type:                 Annual Meeting
For holders as of:          March 14, 2014
Date:  May 21, 2014        Time: 9:00 a.m. CDT

Location:  North Shore Center for the

  Performing Arts in Skokie

  9501 Skokie Boulevard

  Skokie, Illinois 60077

 

You are receiving this communication because you hold shares in the company named above.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

 

See the reverse side of this notice to obtain proxy materials and voting instructions.

 

 

 


——  Before You Vote  ——

How to Access the Proxy Materials

 

 

   

Proxy Materials Available to VIEW or RECEIVE:

   
 

 

NOTICE AND PROXY STATEMENT          ANNUAL REPORT ON FORM 10-K

 

How to View Online:

 

Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit: www.proxyvote.com.

 

How to Request and Receive a PAPER or E-MAIL Copy:

 

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

 

                                 1) BY INTERNET:         www.proxyvote.com

                                 2) BY TELEPHONE:     1-800-579-1639

                                 3) BY E-MAIL*:             sendmaterial@proxyvote.com

 

*   If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow LOGO (located on the following page) in the subject line.

 

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 7, 2014 to facilitate timely delivery.

 

   

——  How To Vote  ——

   

Please Choose One of the Following Voting Methods

 

    
          

LOGO  

 

Vote In Person: Many annual shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

 

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.

 

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

 

    

 


Voting Items    

The Board of Directors recommends you vote FOR the following proposals:

 

1.       Election of Directors
  Nominees:
  1a.   Stephen F. Bollenbach
  1b.   Lewis W.K. Booth
  1c.   Lois D. Juliber
  1d.   Mark D. Ketchum
  1e.   Jorge S. Mesquita
  1f.   Nelson Peltz
  1g.   Fredric G. Reynolds
  1h.   Irene B. Rosenfeld
  1i.   Patrick T. Siewert
  1j.   Ruth J. Simmons
  1k.   Ratan N. Tata
  1l.   Jean-François M. L. van Boxmeer

 

 

 

 

2.     Advisory Vote to Approve Executive Compensation
3.   Approve Mondelēz International, Inc. Amended and Restated 2005 Performance Incentive Plan
4.   Ratification of PricewaterhouseCoopers LLP as Independent Registered Public Accountants for fiscal year ending December 31, 2014
The Board of Directors recommends you vote AGAINST the following proposal:
5.   Shareholder Proposal: Report on Packaging

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

 

 

 

LOGO


 

 

 

 

 

LOGO


*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on May 21, 2014.

 

            MONDELĒZ INTERNATIONAL, INC.

 

 

 

 

 

 

 

 

 

 

LOGO

 

Meeting Information

 

Meeting Type:                     Annual Meeting
For holders as of:              March 14, 2014
Date:  May 21, 2014            Time: 9:00 a.m. CDT

Location:  North Shore Center for the Performing

  Arts in Skokie

  9501 Skokie Boulevard

  Skokie, Illinois 60077

 

You are receiving this communication because you hold shares in the company named above.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

 

See the reverse side of this notice to obtain proxy materials and voting instructions.

 

 

 


——  Before You Vote  ——

How to Access the Proxy Materials

 

 

   

Proxy Materials Available to VIEW or RECEIVE:

   
 

 

NOTICE AND PROXY STATEMENT          Annual Report on FORM 10-K

 

How to View Online:

 

Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit: www.proxyvote.com.

 

How to Request and Receive a PAPER or E-MAIL Copy:

 

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

 

                                 1) BY INTERNET:         www.proxyvote.com

                                 2) BY TELEPHONE:     1-800-579-1639

                                 3) BY E-MAIL*:             sendmaterial@proxyvote.com

 

*   If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow LOGO (located on the following page) in the subject line.

 

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 7, 2014 to facilitate timely delivery.

 

   

——  How To Vote  ——

   

Please Choose One of the Following Voting Methods

 

    
          

LOGO  

 

Vote In Person: If you choose to vote these shares in person at the meeting, you must request a “legal proxy.” To do so, please follow the instructions at www.proxyvote.com or request a paper copy of the materials, which will contain the appropriate instructions. Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance.

 

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.

 

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a voting instruction form.

 

    

 


Voting Items    

The Board of Directors recommends you vote FOR the following proposals:

 

1.     Election of Directors
  Nominees:
  1a.   Stephen F. Bollenbach
  1b.   Lewis W.K. Booth
  1c.   Lois D. Juliber
  1d.   Mark D. Ketchum
  1e.   Jorge S. Mesquita
  1f.   Nelson Peltz
  1g.   Fredric G. Reynolds
  1h.   Irene B. Rosenfeld
  1i.   Patrick T. Siewert
  1j.   Ruth J. Simmons
  1k.   Ratan N. Tata
  1l.   Jean-François M. L. van Boxmeer

 

 

 

 

2.     Advisory Vote to Approve Executive Compensation
3.   Approve Mondelēz International, Inc. Amended and Restated 2005 Performance Incentive Plan
4.   Ratification of PricewaterhouseCoopers LLP as Independent Registered Public Accountants for fiscal year ending December 31, 2014
The Board of Directors recommends you vote AGAINST the following proposal:
5.   Shareholder Proposal: Report on Packaging

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

 

 

 

LOGO


 

Voting Instructions    

 

 

LOGO