May 07--Mondelez said Thursday morning that a top proxy adviser reversed its decision and is recommending that the company's shareholders vote for its lead director and four other board members.
Because of an income tax accounting issue, Institutional Shareholder Services had recommended votes against Lead Director Mark Ketchum and four members of the board's audit committee: Stephen Bollenbach, Jorge Mesquita, Fredric Reynolds and Patrick Siewert. It previously recommended votes for all of the company's other directors.
ISS this month said voting against those five board members "is warranted for failing to address the material weakness in the company's internal controls at the end of the past two fiscal years."
But in a proxy alert issued Wednesday, ISS said Mondelez has indicated that the hiring of all key tax accounting personnel was complete, that internal processes are in place to address an identified material weakness and that it backed the five board members.
The maker of Oreo cookies and Cadbury chocolate plans to hold its shareholder meeting May 20.
When it was finalizing its 2013 results, Mondelez said it identified certain income tax-related errors in prior interim and annual periods. The company said the errors were not material to its previously reported results and that it revised certain financial statements but was not required to restate the financial reports. PricewaterhouseCoopers, the company's external auditor, concurred that the prior statements were not materially misstated, Mondelez said.
The revision led to a $59 million reduction in net earnings for the nine months ended Sept. 30, 2013, and a $94 million increase in cumulative net earnings in the fiscal years before 2013, the company said.
Mondelez said its audit committee discussed the revision with both management and PwC.
jwohl@tribpub.com
