Document


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 1, 2019



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:


o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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
o

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.
  

o






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

On May 1, 2019, the Company held its Annual Meeting of Shareholders (the “Annual Meeting”). There were 1,376,806,313 shares of Common Stock, constituting 88.50% of outstanding shares on the record date (March 8, 2019), 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 of the Company.

Name
For
 
Against
 
Abstain
 
Broker-Non-Vote
 
 
 
 
 
 
 
 
André Calantzopoulos
1,141,016,890

 
4,188,986

 
2,418,578

 
229,181,859

Louis C. Camilleri
1,045,631,080

 
100,135,026

 
1,857,981

 
229,181,859

Massimo Ferragamo
1,140,451,290

 
4,659,103

 
2,513,773

 
229,181,859

Werner Geissler
1,132,682,084

 
12,473,753

 
2,468,601

 
229,181,859

Lisa A. Hook
1,138,097,833

 
7,018,449

 
2,507,856

 
229,181,859

Jennifer Li
1,113,151,241

 
32,043,802

 
2,429,095

 
229,181,859

Jun Makihara
1,141,590,252

 
3,486,860

 
2,547,022

 
229,181,859

Kalpana Morparia
1,128,006,658

 
17,062,103

 
2,555,377

 
229,181,859

Lucio A. Noto
1,129,073,170

 
16,041,489

 
2,509,791

 
229,181,859

Frederik Paulsen
1,138,979,033

 
6,113,721

 
2,531,700

 
229,181,859

Robert B. Polet
1,137,005,668

 
8,047,075

 
2,571,711

 
229,181,859

Stephen M. Wolf
1,128,970,597

 
16,606,142

 
2,047,715

 
229,181,859



All director nominees were duly elected.


Proposal 2: Advisory Vote Approving Executive Compensation.


 
For
 
Against
 
Abstain
 
Broker-Non-Vote
 
 
 
 
 
 
 
 
 
1,094,919,729

 
46,412,501

 
6,292,104

 
229,181,859


The proposal was approved on an advisory basis.


Proposal 3: Ratification of the Selection of PricewaterhouseCoopers SA as Independent Auditors.


 
For
 
Against
 
Abstain
 
 
 
 
 
 
 
 
 
 
 
1,352,700,180

 
20,951,178

 
3,154,894

 
 

The proposal was approved.






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, 2019