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): March 29, 2018
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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o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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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 or Rule 12b-2 of the Securities Exchange Act of 1934. | |
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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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On March 29, 2018, Philip Morris International Inc. (the “Company”) filed a proxy statement for the Annual Meeting of Shareholders to be held on Wednesday, May 9, 2018. As set forth in the proxy statement, it is proposed that fourteen (14) nominees for director are elected at the Annual Meeting, including a new nominee.
In connection with the foregoing, in order to increase the size of the Board from thirteen (13) to fourteen (14) directors, the Board of Directors amended Article II, Section 2 of its Amended and Restated By-Laws, effective as of March 29, 2018. 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.
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Item 9.01. | Financial Statements and Exhibits. |
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 29, 2018