UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 24, 2011
KRAFT FOODS INC.
(Exact name of registrant as specified in its charter)
| Virginia | 1-16483 | 52-2284372 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| Three Lakes Drive, Northfield, Illinois | 60093-2753 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (847) 646-2000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 24, 2011, we held our annual meeting of shareholders in Skokie, Illinois. A total of 1,464,008,307 shares of our common stock, or 83.47% of our outstanding shares of common stock, were represented in person or by proxy at the annual meeting. The final results for each of the matters submitted to a shareholder vote at the annual meeting are as follows:
| 1. | Our shareholders elected 11 directors to each serve a one-year term until our 2012 annual meeting of shareholders or until his or her successor has been duly chosen and qualified. The votes regarding this proposal were as follows: |
| For | Against | Abstain | Broker Non-Votes |
|||||||||||||
| Ajaypal S. Banga |
1,124,916,894 | 66,528,925 | 13,165,936 | 259,396,552 | ||||||||||||
| Myra M. Hart |
998,487,630 | 193,088,052 | 13,031,218 | 259,401,407 | ||||||||||||
| Peter B. Henry |
1,164,937,408 | 26,510,315 | 13,137,263 | 259,423,321 | ||||||||||||
| Lois D. Juliber |
982,647,014 | 208,981,830 | 12,978,909 | 259,400,554 | ||||||||||||
| Mark D. Ketchum |
977,074,287 | 214,440,534 | 13,092,995 | 259,400,491 | ||||||||||||
| Richard A. Lerner, M.D. |
1,001,986,222 | 189,564,999 | 13,056,549 | 259,400,537 | ||||||||||||
| Mackey J. McDonald |
1,087,252,874 | 98,987,771 | 18,366,673 | 259,400,989 | ||||||||||||
| John C. Pope |
1,054,865,713 | 136,596,743 | 13,145,168 | 259,400,683 | ||||||||||||
| Fredric G. Reynolds |
1,148,265,935 | 43,172,108 | 13,169,280 | 259,400,984 | ||||||||||||
| Irene B. Rosenfeld |
1,140,339,739 | 50,944,913 | 13,325,499 | 259,398,156 | ||||||||||||
| Jean-François M.L. van Boxmeer |
1,143,873,454 | 47,598,908 | 13,134,354 | 259,401,591 | ||||||||||||
| 2. | Our shareholders approved the advisory vote on executive compensation. The votes regarding this proposal were as follows: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 963,616,340 |
185,773,339 | 55,171,094 | 259,447,534 |
| 3. | Our shareholders recommended, on an advisory basis, that we conduct future executive compensation votes every year. The votes regarding this proposal were as follows: |
| One Year |
Two Years |
Three Years |
Abstain |
Broker Non-Votes | ||||
| 1,048,341,849 |
12,944,372 | 135,529,352 | 7,735,399 | 259,457,335 |
In accordance with our shareholders’ recommendation, our Board of Directors has decided to include an advisory shareholder vote on executive compensation in our proxy materials every year until the next required advisory vote on the frequency of an executive compensation vote, which will occur no later than our annual meeting of shareholders in 2017.
| 4. | Our shareholders approved the Kraft Foods Inc. Amended and Restated 2006 Stock Compensation Plan for Non-Employee Directors. The votes regarding this proposal were as follows: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 1,122,080,500 |
65,528,284 | 16,994,241 | 259,405,282 |
| 5. | Our shareholders ratified the selection of PricewaterhouseCoopers LLP as our independent auditors for the year ending December 31, 2011. The votes regarding this proposal were as follows: |
| For |
Against |
Abstain | ||
| 1,430,714,349 |
29,628,898 | 3,665,060 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| KRAFT FOODS INC. | ||||||
| Date: May 31, 2011 | ||||||
| /s/ Carol J. Ward | ||||||
| Name: | Carol J. Ward | |||||
| Title: | Vice President and Corporate Secretary | |||||