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) July 16, 2009
Reynolds American Inc.
(Exact Name of Registrant as Specified in its Charter)
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| North Carolina | | 1-32258 | | 20-0546644 |
| (State or Other Jurisdiction | | (Commission | | (IRS Employer |
| of Incorporation) | | File Number) | | Identification No.) |
401 North Main Street,
Winston-Salem, NC 27101
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code:336-741-2000
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 5.02 | | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) At a meeting held on July 16, 2009, the Board of Directors of Reynolds American Inc., based upon a recommendation from its Compensation and Leadership Development Committee, approved certain amendments to the Amended and Restated Reynolds American Inc. Executive Severance Plan, referred to as the ESP. Such amendments consist of (1) modifications to the definition of “Cause” and (2) certain other non-material changes. A copy of the amended and restated ESP is attached to this report as Exhibit 10.1.
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ITEM 9.01 | | Financial Statements and Exhibits. |
(d) Exhibits.
The following is filed as an Exhibit to this Report.
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| Number | | Exhibit |
| | | |
| 10.1 | | Reynolds American Inc. Executive Severance Plan, as amended and restated effective August 1, 2009. |
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.
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| | | REYNOLDS AMERICAN INC. |
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| | | By: | | /s/ McDara P. Folan, III |
| | | | | |
| | | | | Name: McDara P. Folan, III
Title: Senior Vice President, Deputy General Counsel and
Secretary |
| | | | | |
| Date: July 21, 2009 | | | | |
INDEX TO EXHIBITS
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| Number | | Exhibit |
| | | |
| 10.1 | | Reynolds American Inc. Executive Severance Plan, as amended and restated effective August 1, 2009. |
