UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) November 29, 2012
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 of Incorporation) | | (Commission File Number) | | (IRS Employer 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):
| ¨ | 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
At a meeting held on November 29, 2012, the Board of Directors, referred to as the Board, of Reynolds American Inc., based upon a recommendation from the Compensation and Leadership Development Committee of the Board, 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 “Change in Control Good Reason,” (2) updates to the participating companies on Appendix A, (3) deletion of the sections and references related to severance benefits for notifications of termination prior to January 1, 2010, (4) addition of a process for determining a termination for “Cause” for a Tier III Executive, (5) addition of a new section governing plan administration, and (6) certain other non-material changes for clarification and consistency. A copy of the amended and restated ESP is attached to this Current Report as Exhibit 10.1.
| ITEM 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
The following is filed as an Exhibit to this Current Report.
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Number | | Exhibit |
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| 10.1 | | Reynolds American Inc. Executive Severance Plan, as amended and restated effective December 1, 2012. |
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 |
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| Date: December 4, 2012 | | | | | | |
INDEX TO EXHIBITS
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Number | | Exhibit |
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| 10.1 | | Reynolds American Inc. Executive Severance Plan, as amended and restated effective December 1, 2012. |
