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): March 4, 2020
Philip Morris International Inc.
(Exact name of registrant as specified in its charter)
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| Virginia | | 1-33708 | | 13-3435103 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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| 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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, no par value | | PM | | 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 |
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| 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 |
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| 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). | |
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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.
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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. |
(b) Departure of Directors. On March 5, 2020, Massimo Ferragamo and Stephen M. Wolf informed the Board of Directors of Philip Morris International Inc. that they will retire from Board service following the completion of their current terms. Therefore, Mr. Ferragamo and Mr. Wolf will not stand for re-election to the Board of Directors of Philip Morris International Inc. at the 2020 Annual Meeting of Shareholders to be held on May 6, 2020. Mr. Ferragamo and Mr. Wolf have served as directors of the Company since 2016 and 2008, respectively.
(e) Compensatory Arrangements of Certain Officers. As disclosed in Form 8-K filed on March 2, 2020, Martin G. King will assume the role of CEO, PMI America, effective May 1, 2020. His compensation levels will remain unchanged; however, effective May 1, 2020, he will be entitled to the following severance provisions if his employment is terminated without Cause:
- Mr. King will receive a lump sum cash payment determined based on his years of service, equivalent to 18 months of his base salary, plus his prorated incentive compensation award;
- Mr. King’s restricted share units will vest fully, and his performance share units will vest as scheduled and certified by the Compensation and Leadership Development Committee of the Board; and
- Mr. King will receive a lump sum cash payment equivalent to 18 months of his base salary upon compliance with a 24-month non-competition period following the termination date.
Any severance under this agreement is subject to the Company’s clawback policy.
Cause is defined in our 2017 Performance Incentive Plan, filed with the SEC on March 23, 2017 as Exhibit B to the proxy statement.
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| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
(a) Amendments to By-Laws. On March 5, 2020, the Board of Directors of Philip Morris International Inc. amended Article II, Section 2, of the Company’s by-laws, in order to decrease the size of the Board from twelve to ten members, effective immediately prior to the 2020 Annual Meeting of Shareholders.
In addition, effective immediately, the Board amended Article I, Sections 1, 3, and 4 of the Company’s by-laws, to expressly permit the Company to hold shareholder meetings solely by means of remote communication as the Board of Directors may determine in its discretion.
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| Item 9.01. | Financial Statements and Exhibits. |
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| 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.
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| PHILIP MORRIS INTERNATIONAL INC. |
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| By: | | /s/ JERRY WHITSON |
| Name: | | Jerry Whitson |
| Title: | | Deputy General Counsel
and Corporate Secretary |
DATE: March 6, 2020
