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): February 6, 2020
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, no par value | PM | New York Stock Exchange | ||
| 2.000% Notes due 2020 | PM20B | New York Stock Exchange | ||
| Floating Notes due 2020 | PM20C | New York Stock Exchange | ||
| 1.750% Notes due 2020 | PM20A | New York Stock Exchange | ||
| 4.500% Notes due 2020 | PM20 | New York Stock Exchange | ||
| 1.875% Notes due 2021 | PM21B | New York Stock Exchange | ||
| 1.875% Notes due 2021 | PM21C | New York Stock Exchange | ||
| 4.125% Notes due 2021 | PM21 | New York Stock Exchange | ||
| 2.900% Notes due 2021 | PM21A | New York Stock Exchange | ||
| 2.625% Notes due 2022 | PM22A | New York Stock Exchange | ||
| 2.375% Notes due 2022 | PM22B | New York Stock Exchange | ||
| 2.500% Notes due 2022 | PM22 | New York Stock Exchange | ||
| 2.500% Notes due 2022 | PM22C | New York Stock Exchange | ||
| 2.625% Notes due 2023 | PM23 | New York Stock Exchange | ||
| 2.125% Notes due 2023 | PM23B | New York Stock Exchange | ||
| 3.600% Notes due 2023 | PM23A | New York Stock Exchange | ||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| 2.875% Notes due 2024 | PM24 | New York Stock Exchange | ||
| 2.875% Notes due 2024 | PM24C | New York Stock Exchange | ||
| 0.625% Notes due 2024 | PM24B | New York Stock Exchange | ||
| 3.250% Notes due 2024 | PM24A | New York Stock Exchange | ||
| 2.750% Notes due 2025 | PM25 | New York Stock Exchange | ||
| 3.375% Notes due 2025 | PM25A | New York Stock Exchange | ||
| 2.750% Notes due 2026 | PM26A | New York Stock Exchange | ||
| 2.875% Notes due 2026 | PM26 | New York Stock Exchange | ||
| 0.125% Notes due 2026 | PM26B | New York Stock Exchange | ||
| 3.125% Notes due 2027 | PM27 | New York Stock Exchange | ||
| 3.125% Notes due 2028 | PM28 | New York Stock Exchange | ||
| 2.875% Notes due 2029 | PM29 | New York Stock Exchange | ||
| 3.375% Notes due 2029 | PM29A | New York Stock Exchange | ||
| 0.800% Notes due 2031 | PM31 | New York Stock Exchange | ||
| 3.125% Notes due 2033 | PM33 | New York Stock Exchange | ||
| 2.000% Notes due 2036 | PM36 | New York Stock Exchange | ||
| 1.875% Notes due 2037 | PM37A | New York Stock Exchange | ||
| 6.375% Notes due 2038 | PM38 | New York Stock Exchange | ||
| 1.450% Notes due 2039 | PM39 | New York Stock Exchange | ||
| 4.375% Notes due 2041 | PM41 | New York Stock Exchange | ||
| 4.500% Notes due 2042 | PM42 | New York Stock Exchange | ||
| 3.875% Notes due 2042 | PM42A | New York Stock Exchange | ||
| 4.125% Notes due 2043 | PM43 | New York Stock Exchange | ||
| 4.875% Notes due 2043 | PM43A | New York Stock Exchange | ||
| 4.250% Notes due 2044 | PM44 | 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. | ☐ |
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) Equity Awards. Named executive officers of Philip Morris International Inc. (the "Company") receive 40% of their targeted equity award in the form of restricted stock units, or RSUs, and 60% in the form of performance share units, or PSUs. Accordingly, on February 6, 2020, the Compensation and Leadership Development Committee of the Board of Directors of the Company (the “Committee”) approved the grants of RSUs and PSUs under the Philip Morris International Inc. 2017 Performance Incentive Plan to the Company's named executive officers in the amounts indicated below:
| Name | RSUs | PSUs | |||||
| André Calantzopoulos | 53,730 | 80,600 | |||||
| Marc Firestone | 14,610 | 21,920 | |||||
| Martin G. King | 6,660 | 9,980 | |||||
| Jacek Olczak | 19,540 | 29,300 | |||||
| Miroslaw Zielinski | 12,920 | 19,380 | |||||
The foregoing awards of RSUs are due to vest on February 15, 2023. The form of the RSU agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The foregoing awards of PSUs are due to vest on February 15, 2023 at the end of a three-year (2020-2022) performance cycle only to the extent performance goals pre-established and pre-weighted by the Committee are achieved. The form of the PSU agreement is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference herein.
Annual Incentive Compensation Awards. On February 6, 2020, the Committee approved annual incentive compensation awards for 2019, payable in cash, to the Company's named executive officers, in the amounts indicated below:
| Name | Annual Incentive Award | ||||||||
| CHF | US$ | (a) | |||||||
| André Calantzopoulos | 5,310,830 | 5,449,495.77 | |||||||
| Marc Firestone | 1,893,390 | 1,942,826.41 | |||||||
| Martin G. King | 1,083,720 | 1,112,015.93 | |||||||
| Jacek Olczak | 2,531,250 | 2,597,340.94 | |||||||
| Miroslaw Zielinski | 1,674,440 | 1,718,159.63 | |||||||
| (a) | Annual incentive compensation awards are converted to U.S. dollars using the average conversion rate on February 6, 2020 of CHF1.00 = $1.02611. | ||||||||
The annual incentive compensation awards were set based on a pre-established matrix formula employing six performance measures.
Base Salaries. The Committee made no changes to the base salaries of the named executive officers from the previously disclosed levels, except that Mr. Calantzopoulos’s base salary was increased from CHF 1,513,057 (approximately, $1,552,563) to CHF 1,570,010 (approximately, $1,611,003) effective April 1, 2020.1
The Company will provide additional information regarding the compensation of its named executive officers in the Company’s proxy statement for the Company’s Annual Meeting of Shareholders, which will be issued in March 2020.
1 Using the average conversion rate on February 6, 2020 of CHF1.00 = $1.02611.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document and contained in Exhibit 101). |
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: February 11, 2020