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 12, 2010
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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May 12, 2010, the stockholders of Philip Morris International Inc. (the “Company”) elected Jennifer Li to the Board of Directors at the Annual Meeting of Stockholders (“Annual Meeting”). In connection with the election of Ms. Li to the Board of Directors, the Board of Directors of the Company amended Article II, Section 2 of its Amended and Restated By-Laws, in order to increase the size of the Board from nine (9) to ten (10) directors effective May 12, 2010. The Company’s Amended and Restated By-Laws are attached hereto as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
For information about Ms. Li and her nomination to the Board of Directors, please refer to the Company’s Proxy Statement dated April 1, 2010 and filed with the Securities and Exchange Commission on such date.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 12, 2010, the Company held its Annual Meeting of Stockholders. There were 1,567,027,418 shares of Common Stock, constituting 84.01% of outstanding shares on the record date (March 16, 2010), 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: To elect ten directors of the Company.
| Name |
For | Against | Abstain | Broker Non-Vote | ||||
| Harold Brown |
1,301,371,596 | 10,222,823 | 2,205,889 | 253,227,110 | ||||
| Mathis Cabiallavetta |
1,305,967,468 | 5,287,979 | 2,544,861 | 253,227,110 | ||||
| Louis C. Camilleri |
1,297,823,112 | 13,632,142 | 2,345,054 | 253,227,110 | ||||
| J. Dudley Fishburn |
1,303,329,655 | 8,247,641 | 2,223,012 | 253,227,110 | ||||
| Jennifer Li |
1,305,960,304 | 5,433,973 | 2,406,031 | 253,227,110 | ||||
| Graham Mackay |
1,293,413,940 | 17,842,537 | 2,543,831 | 253,227,110 | ||||
| Sergio Marchionne |
1,188,052,944 | 123,474,579 | 2,272,785 | 253,227,110 | ||||
| Lucio A. Noto |
1,303,439,368 | 8,174,358 | 2,186,582 | 253,227,110 | ||||
| Carlos Slim Helú |
1,304,629,022 | 6,764,724 | 2,406,562 | 253,227,110 | ||||
| Stephen M. Wolf |
1,301,226,913 | 10,339,867 | 2,233,528 | 253,227,110 |
All nominees for director were duly elected.
Proposal 2: Ratification of the Selection of PricewaterhouseCoopers SA as Independent Auditors.
| For |
Against |
Abstain | ||
| 1,551,789,296 | 10,969,923 | 4,268,199 |
The proposal was approved.
Proposal 3: Stockholder Proposal 1 - Food Insecurity and Tobacco Use.
| For |
Against |
Abstain |
Broker Non-Vote | |||
| 45,870,161 | 1,010,359,305 | 257,570,842 | 253,227,110 |
The proposal was defeated.
Proposal 4: Stockholder Proposal 2 - Create Human Rights Protocols for the Company and Its Suppliers.
| For |
Against |
Abstain |
Broker Non-Vote | |||
| 66,703,742 | 975,147,520 | 271,949,046 | 253,227,110 |
The proposal was defeated.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| 3.1 | Amended and Restated By-Laws of Philip Morris International Inc. |
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/ G. PENN HOLSENBECK | |
| Name: | G. Penn Holsenbeck | |
| Title: | Vice President & Corporate Secretary | |
DATE: May 13, 2010
INDEX TO EXHIBITS
| Exhibit No. |
Description | |
| 3.1 | Amended and Restated By-Laws of Philip Morris International Inc. | |