Philip Morris International (PM) 8-K Submission of Matters to a Vote of Security Holders

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 4, 2016

Philip Morris International Inc.

(Exact name of registrant as specified in its charter)

Virginia	1-33708	13-3435103
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
120 Park Avenue, New York, New York		10017-5592
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (917) 663-2000

(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))

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 4, 2016, the Company held its Annual Meeting of Shareholders (“Annual Meeting”). There were 1,382,349,844 shares of Common Stock, constituting 89.11% of outstanding shares on the record date (March 11, 2016), represented in person or by proxy at the meeting. The matters voted upon at the Annual Meeting and the results of such voting are set forth below:

Proposal 1: Election of Directors.

Name	For		Against		Abstain		Broker Non-Vote
Harold Brown		1,130,555,871		13,832,129		1,725,565	236,236,279
André Calantzopoulos		1,140,230,910		4,187,332		1,695,323	236,236,279
Louis C. Camilleri		1,135,653,120		8,750,857		1,709,588	236,236,279
Werner Geissler		1,136,319,833		8,080,112		1,713,499	236,236,279
Jennifer Li		1,140,432,965		3,984,931		1,695,549	236,236,279
Jun Makihara		1,139,035,880		5,289,486		1,788,099	236,236,279
Sergio Marchionne		833,907,226		309,243,009		2,963,097	236,236,279
Kalpana Morparia		1,126,791,284		17,505,977		1,816,304	236,236,279
Lucio A. Noto		1,130,442,295		13,986,947		1,684,323	236,236,279
Frederik Paulsen		1,135,931,468		8,384,451		1,797,646	236,236,279
Robert B. Polet		1,135,124,988		9,228,934		1,759,643	236,236,279
Stephen M. Wolf		1,128,706,961		15,742,910		1,663,694	236,236,279

All director nominees were duly elected.

Proposal 2: Ratification of the Selection of PricewaterhouseCoopers SA as Independent Auditors.

For		Against		Abstain
	1,369,259,590		9,625,159	3,465,095

The proposal was approved.

Proposal 3: Advisory Vote Approving Executive Compensation.

For		Against		Abstain		Broker Non-Vote
	1,071,136,082		56,873,715		18,103,768	236,236,279

The proposal was approved on an advisory basis.

Proposal 4: Shareholder Proposal 1 – Human Rights Policy.

For		Against		Abstain		Broker Non-Vote
	190,339,093		853,524,093		102,249,805	236,236,279

The proposal was defeated.

Proposal 5: Shareholder Proposal 2 – Mediation of Alleged Human Rights Violations.

For		Against		Abstain		Broker Non-Vote
	56,435,093		1,030,137,128		59,541,244	236,236,279

The proposal was defeated.

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.

PHILIP MORRIS INTERNATIONAL INC.
By:	/s/ JERRY WHITSON
Name:	Jerry Whitson
Title:	Deputy General Counsel and Corporate Secretary

DATE: May 5, 2016