SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 8, 2013
Philip Morris International Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
120 Park Avenue, New York, New York
(Address of principal executive offices)
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Consistent with a previously disclosed leadership succession plan, Louis C. Camilleri, Chairman and Chief Executive Officer of Philip Morris International Inc. (the “Company”), relinquished his role as Chief Executive Officer immediately after the Annual Meeting of Shareholders on May 8, 2013 (the “Annual Meeting”). Mr. Camilleri will remain as Chairman of the Board and as an employee of the Company. Mr. André Calantzopoulos succeeded Mr. Camilleri as Chief Executive Officer and was elected to the Board of Directors at the Annual Meeting.
In connection with his appointment as Chief Executive Officer of the Company and for reasons of security and personal safety, Mr. Calantzopoulos will be required to use Company aircraft and/or private aircraft for all travel, including personal use. Mr. Calantzopoulos will reimburse the Company for his personal usage of the Company aircraft and private aircraft to the extent that the aggregate incremental cost of such usage exceeds $200,000 per fiscal year. Mr. Calantzopolous entered into a Time Sharing Agreement with a subsidiary of the Company attached hereto as Exhibit 10.1.
The compensation of Mr. Camilleri and Mr. Calantzopoulos in their new roles will be determined by the Compensation and Leadership Development Committee of the Board of Directors at a later date and promptly announced at that time.
Submission of Matters to a Vote of Security Holders.
On May 8, 2013, the Company held its Annual Meeting of Shareholders (“Annual Meeting”). There were 1,425,199,410 shares of Common Stock, constituting 86.79% of outstanding shares on the record date (March 15, 2013), 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 thirteen directors of the Company.
Louis C. Camilleri
J. Dudley Fishburn
Lucio A. Noto
Robert B. Polet
Carlos Slim Helú
Stephen M. Wolf
All director nominees were duly elected.
Proposal 2: Ratification of the Selection of PricewaterhouseCoopers SA as Independent Auditors.
The proposal was approved.
Proposal 3: Advisory Resolution Approving Executive Compensation.
The proposal was approved on an advisory basis.
Item 9.01 Financial Statements and Exhibits.
10.1 Time Sharing Agreement with André Calantzopoulos
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.
/s/ JERRY WHITSON
Deputy General Counsel and
DATE: May 8, 2013
Time Sharing Agreement with André Calantzopoulos