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): April 30, 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 | ||
| 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. |
On April 30, 2020, Miroslaw Zielinski, Chief New Ventures Officer of Philip Morris International Inc. (the “Company”), announced his decision to take early retirement effective June 30, 2020. In connection with Mr. Zielinski’s early retirement, on April 30, 2020, he and Philip Morris Products S.A. entered into an Early Retirement Agreement and Release (the “Agreement”) with the following terms:
- Mr. Zielinski will receive a lump sum cash payment of CHF 2,019,245 (or $ 2,080,5091), which is determined based on his years of service and includes an amount in lieu of his 2020 pro-rated incentive compensation award;
- Mr. Zielinski’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. Zielinski will receive a cash payment of CHF 1,417,514 (or $ 1,460,5211) in exchange for his non-compete obligations.
The foregoing summary of the Agreement is qualified in its entirety by reference to the Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
1 Using the average conversion rate on April 30, 2020 of CHF 1.00 = $ 1.03034.
| 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: May 1, 2020