Altria Group, Inc.
8-K on 05/18/2020   Download
SEC Document
SEC Filing
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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 14, 2020
________________________________________________________________________________________________________________
ALTRIA GROUP, INC.
(Exact name of registrant as specified in its charter)
______________________________________________________________________________________________________________
Virginia
  
1-08940
  
13-3260245
(State or other jurisdiction
of incorporation)
  
(Commission File Number)
  
(I.R.S. Employer
Identification No.)
6601 West Broad Street,      
Richmond,
Virginia
23230
(Address of principal executive offices)        
 
 
(Zip Code)
Registrant’s telephone number, including area code: (804274-2200
_______________________________________________________________________________________________________________
(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: 
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))
Securities registered pursuant to Section 12(b) of the Act:
               Title of each class               
 
Trading Symbols
Name of each exchange on which registered
 
Common Stock, $0.33 1/3 par value
MO
New York Stock Exchange
1.000% Notes due 2023
MO23A
New York Stock Exchange
1.700% Notes due 2025
MO25
New York Stock Exchange
2.200% Notes due 2027
MO27
New York Stock Exchange
3.125% Notes due 2031
MO31
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o




Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Shareholder Approval of Performance Incentive Plan

On May 14, 2020, Altria Group, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, shareholders approved the Company’s 2020 Performance Incentive Plan (the “2020 PIP”), which had been previously approved by the Company’s Board of Directors (the “Board”) subject to shareholder approval.

The 2020 PIP provides for annual and long-term incentive awards to eligible employees of the Company or its subsidiaries or affiliates. Awards may be paid in the form of cash, restricted stock, restricted stock units, performance stock units, stock options, stock appreciation rights or other stock-based awards or any combination thereof, as determined by the Compensation and Talent Development Committee of the Board. Twenty-five million shares of the Company’s common stock are reserved for awards under the 2020 PIP.

The material terms of the 2020 PIP are described under “Proposal 4 - Approval of the 2020 Performance Incentive Plan” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 2, 2020, as amended by the Company’s Supplement to Proxy Statement on Schedule 14A filed on April 17, 2020. This description is incorporated by reference in Item 5.02 of this Current Report on Form 8-K.

A copy of the 2020 PIP is attached as Exhibit 10.1 and incorporated by reference in Item 5.02 of this Current Report on Form 8-K.
Board Changes
On May 14, 2020, the Board elected William F. Gifford, Jr., the Company’s Chief Executive Officer, to the Board effective immediately. The Board also elected Mr. Gifford as a member of the Executive Committee of the Board.
Item 5.03.    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
In connection with the Board’s decision to elect Mr. Gifford to the Board, on May 14, 2020, the Board approved amendments to the Company’s Amended and Restated By-Laws. These amendments became effective immediately.
A copy of the Company’s Amended and Restated By-Laws is attached as Exhibit 3.1 and is incorporated by reference in Item 5.03 of this Current Report on Form 8-K.
 
Item 5.07.    Submission of Matters to a Vote of Security Holders.

There were 1,607,574,122 shares of the Company’s common stock represented in person or by proxy at the Annual Meeting, constituting 86.50% of outstanding shares on March 23, 2020, the record date for the Annual Meeting. The matters voted upon at the Annual Meeting and the final voting results are set forth below:

Proposal 1:    To Elect Ten Directors of the Company.
 
Name                                     
 
For
 
Against
 
Abstain
 
Broker Non-Vote
John T. Casteen III
 
1,174,357,817
 
57,450,062
 
8,121,961
 
367,644,282
Dinyar S. Devitre
 
1,186,545,455
 
45,632,010
 
7,752,375
 
367,644,282
Thomas F. Farrell II
 
1,148,124,241
 
83,086,040
 
8,719,559
 
367,644,282
Debra J. Kelly-Ennis
 
1,215,916,790
 
16,261,351
 
7,751,699
 
367,644,282
W. Leo Kiely III
 
1,162,247,209
 
69,551,277
 
8,131,354
 
367,644,282
Kathryn B. McQuade
 
1,169,414,727
 
62,608,189
 
7,906,924
 
367,644,282
George Muñoz
 
1,156,099,418
 
76,195,295
 
7,635,127
 
367,644,282
Mark E. Newman
 
1,218,341,329
 
13,145,293
 
8,443,218
 
367,644,282
Nabil Y. Sakkab
 
1,189,754,645
 
42,163,443
 
8,011,752
 
367,644,282
Virginia E. Shanks
 
1,187,273,012
 
44,437,355
 
8,219,473
 
367,644,282

All director nominees were duly elected.

2



Proposal 2:
Ratification of the Selection of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2020.
 
For
 
Against
 
Abstain
1,549,420,410
 
47,617,645
 
10,536,067
The selection of the Independent Registered Public Accounting Firm was ratified.
Proposal 3:
Non-Binding Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers.
 
For
 
Against
 
Abstain
 
Broker Non-Vote
606,512,947
 
623,301,923
 
10,114,970
 
367,644,282
The proposal was defeated on an advisory basis.

Proposal 4:     Approval of the 2020 Performance Incentive Plan.

For
 
Against
 
Abstain
 
Broker Non-Vote
1,179,323,834
 
51,387,157
 
9,218,849
 
367,644,282
The 2020 Performance Incentive Plan was approved.

Proposal 5:     Shareholder Proposal - Disclosure of Lobbying Policies and Practices.

For
 
Against
 
Abstain
 
Broker Non-Vote
380,792,003
 
838,830,343
 
20,307,494
 
367,644,282
The proposal was defeated.

Proposal 6:     Shareholder Proposal - Report on the Company’s Underage Tobacco Prevention Policies.

For
 
Against
 
Abstain
 
Broker Non-Vote
441,264,889
 
763,832,461
 
34,832,490
 
367,644,282
The proposal was defeated.

Item 9.01.    Financial Statements and Exhibits.
 
(d)
Exhibits
 
 
3.1
 
10.1
 
104
Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document)




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SIGNATURES
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.
 
 
 
 
 
ALTRIA GROUP, INC.
 
 
 
 
By:  
/s/ W. HILDEBRANDT SURGNER, JR.
 
Name:  
W. Hildebrandt Surgner, Jr.
 
Title:  
Vice President, Corporate Secretary and
Associate General Counsel
DATE: May 18, 2020


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