Proxy Blog

Mondelez 

April 19, 2018

The annual proxy for this snack company had the following proposals: 

  1. Proforma votes on directors, appointment of auditors, and “say-on-pay” advisory vote 
  2. Shareholder proposals on:
    -Non-Recyclable Packaging
    -Impact of plant closures 

Magni voted as follows: 

  1. Magni voted for all proforma proposals.
    -Directors – The board has a majority of independent directors and some have CEO/CFO experience with other companies. The compensation of directors is disclosed with a meaningful portion in equity where the equity has restrictions to align director incentives with long-term value creation. The compensation levels are set using a benchmarking process.
    -Auditors – There appear to be no controversies with the financial statements of the company.
    -“Say-on-pay” The proxy materials demonstrated that the board has more than considered shareholder feedback on executive compensation. In addition, the proxy materials disclosed the benchmarking done on executive compensation, including listing the peer group used in the benchmarking.

  2. Magni voted for both shareholder proposals. In both the Non-Recyclable Packaging and impact of plant closures proposals, Mondelez gave good defenses of its past actions and plans, HOWEVER the information provided on the proposals was only in response to the shareholder proposals and there was NO COMMITMENT to continued transparency on the topics. Transparency is a foundation of good governance.