UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) July 12, 2007
Reynolds American Inc.
(Exact Name of Registrant as Specified in its Charter)
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)
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)
(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))
ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 12, 2007, the Board of Directors of Reynolds American Inc., referred to as RAI, elected John J. Zillmer to serve on RAI’s Board as a Class I Director. The Class I Directors of RAI have a term of service ending on the date of RAI’s 2008 annual meeting of shareholders. Also on July 12, 2007, RAI’s Board elected Mr. Zillmer to serve on the Board’s Compensation Committee.
Mr. Zillmer is eligible to participate in the non-employee director compensation arrangements described in the Reynolds American Inc. Outside Directors’ Compensation Summary, which summary was filed as Exhibit 10.1 to RAI’s Form 8-K dated September 13, 2006 and which is incorporated herein by reference. A copy of the press release announcing Mr. Zillmer’s election to the Board and to the Board’s Compensation Committee is attached to this report as Exhibit 99.1.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following is furnished as an Exhibit to this Report.
Number | Exhibit | |
99.1 | Press Release of Reynolds American Inc., dated July 12, 2007. |
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.
REYNOLDS AMERICAN INC. | ||||
By: | /s/ McDara P. Folan, III | |||
Name: McDara P. Folan, III Title: Senior Vice President, Deputy General Counsel and Secretary | ||||
Date: July 13, 2007 |