Board Size

Periodically, the Governance Committee makes recommendations to the Board concerning the size of the Board needed to fulfill its responsibilities and best perpetuate the Company’s long-term success and represent all shareholders’ interests. A minimum of nine directors ensures the Board's proper functioning.

Independence of Directors

The Board has established categorical standards to assist in making independence determinations. See our Corporate Governance Guidelines for detailed information.

• At least 80% of our directors must meet the Nasdaq Stock Market Listing Standards' "independence" requirements.
• At least annually, the Governance Committee reviews all relevant information and makes recommendations to the Board concerning the independence of the directors. Then, the Board makes an affirmative determination as to each director’s independence.

Annual Election of Directors

Shareholders elect all directors annually at the Annual Meeting of Shareholders.

• In an uncontested election, shareholders elect directors by the majority of the votes cast.
• If there are more nominees for election than the number of directors to be elected, a director nominee is elected by a plurality of the votes cast.

Any incumbent director who does not receive a majority of votes for his or her election must tender a resignation to the Governance Committee for consideration. The Governance Committee recommends to the Board whether to accept the resignation. The Board decides and then discloses its decision and rationale within 90 days after certification of the election results.

Board Composition

The Governance Committee works with the Board to determine the mix of:

• competencies that creates a Board strong in its collective knowledge and judgment.
• characteristics, skills, knowledge, and experience for the Board as a whole and for individual directors.

Board Diversity

Although the Board has not set specific diversity goals, the Board’s overall diversity is an important consideration in the Board’s director recruitment and nomination process. During director recruitment, the Governance Committee considers criteria including, gender, race and ethnicity as these promote diversity of views, knowledge and experience that contribute to a more informed and effective decision-making process.

As of April 2, 2018:

• Gender diversity: 25% of our independent directors are women.
• Age Diversity: Directors range in age from 47 to 76; Median Age: 67.
• Global Diversity:
  • Seven independent directors have lived and/or worked outside of the United States.
  • Seven independent directors have lived and/or worked outside their country of birth.

Director Membership Criteria

All directors must possess certain attributes, including integrity, sound business judgment and vision, as these characteristics are necessary to establish a competent, ethical and well-functioning board that best represents shareholders’ interests.

In evaluating the suitability of individuals for Board membership, the Governance Committee considers many factors. Among them are: an individual’s general understanding of the varied disciplines relevant to the success of a large, publicly traded company in today’s global business environment; understanding of the Company’s global businesses and markets; and professional expertise, and educational background. See our Corporate Governance Guidelines for more information.

The Governance Committee recommends candidates to the full board for submission to shareholders each year at the company’s annual meeting.

Director Change in Primary Employment

An independent director who retires from or changes primary employment is required to notify the Governance Committee. The Governance Committee evaluates the appropriateness of that director’s continued Board membership given the new circumstances and makes a recommendation to the Board as to the director’s continued service.

Director Refreshment

• No director should expect to be re-nominated.
• Independent directors have a term limit of 15 years.
• Additionally, the Board will not nominate independent directors for election to the Board after their 75th birthday.
• However, if an independent director aged 70 to 75 is newly appointed or elected to the Board, the independent director will have a term limit of 5 years.
• An employee director must resign from the Board upon ceasing to be officer.

Recruitment Planning

The Governance Committee’s director recruitment planning considers both the evolving needs of the Company and Board as well as the impact of anticipated departures on the Board’s future composition and leadership.

Shareholder Recommendations for Directors

Shareholders may recommend individuals for consideration by the Governance Committee for election to the Board. Shareholders may submit written nominations to:

Office of the Corporate Secretary
Mondelēz International, Inc.
Three Parkway North
Deerfield, IL 60015

Please include the following:

• the shareholder's name, address and number of shares of Mondelēz International common stock shares beneficially owned;
• the name of the individual being recommended and number of shares of the Company’s common stock that the individual beneficially owns
• the individual’s biographical information including experience and qualifications;
• a description of all agreements, arrangements or understandings between the shareholder, any beneficial holder of the stock and the individual being recommended, including all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past 3 years; and
• the director candidate's consent to serve as a director, if elected.

To assist in evaluating individuals recommended by a shareholder, the Governance Committee may request additional information required to be disclosed in our proxy statement under Regulation 14A of the Securities Exchange Act of 1934.

The Governance Committee evaluates director candidates recommended by shareholders using the same criteria as it uses to evaluate director candidates whom the Governance Committee identifies. The Governance Committee makes a recommendation to the Board regarding the director’s candidates for election to the Board. The Corporate Secretary advises the nominating shareholders of the Board’s decision whether to appoint or nominate the candidate.

Nominations from the Floor of the Annual Meeting of Shareholders

Under our By-Laws, a shareholder who intends to nominate an individual at our annual meeting must notify the Corporate Secretary in writing and provide the information described above not later than 120 days and no earlier than 150 days before the first anniversary of the preceding year's annual shareholders' meeting. Director nominees submitted through this process will be eligible for election at the shareholder meeting, but will not be included in proxy materials sent to shareholders prior to the annual meeting. If we change the date of an annual meeting by more than 30 days from the date of the previous year’s annual meeting, then the Corporate Secretary must receive the required written notice no later than 60 days before the date of the annual meeting.

Proxy Access

Under our By-Laws, a shareholder, or group of up to 20 shareholders, that has continuously owned for three years at least 3% of the Company’s outstanding common stock generally may nominate and include in the proxy materials up to the greater of two directors or 20% of the number of directors in office as of the deadline for “proxy access” nominations. Eligible shareholders wanting to include a director nominee in the proxy materials for the annual meeting must satisfy the requirements specified in the Company’s By-Laws, including the notice provisions.