Altria Group, Inc 8-K, filed Mar 23, 2021
Altria Group, Inc. (MO)
8-K
2021-03-23
For: 2021-03-22
View Original
Added on
April 12, 2026
About this 8-K
Altria Group, Inc filed this 8-K on March 23, 2021, reporting on events of March 22, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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 22, 2021
________________________________________________________________________________________________________________
(Exact name of registrant as specified in its charter)
______________________________________________________________________________________________________________
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
Registrant’s telephone number, including area code: (804 ) 274-2200
_______________________________________________________________________________________________________________
(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 Symbols | Name of each exchange on which registered | ||||||
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. o
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 22, 2021, Thomas F. Farrell II, a director of Altria Group, Inc. (“Altria”) since 2008 and the independent Chairman of Altria’s Board of Directors (the “Board”), notified Altria of his decision to retire from service on the Board following the completion of his current term. Consequently, Mr. Farrell will not stand for re-election to the Board at Altria’s 2021 Annual Meeting of Shareholders (the “2021 Annual Meeting”), which is presently anticipated to be held on May 20, 2021. The Board will evaluate Board leadership succession and intends to appoint a new Chairman at its organizational meeting following the 2021 Annual Meeting.
Item 7.01. Regulation FD Disclosure.
In connection with Mr. Farrell’s decision to retire, Altria issued a press release on March 23, 2021, a copy of which is attached as Exhibit 99.1 and incorporated by reference in this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 99.1 | ||||||||
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101) | |||||||
2
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.
ALTRIA GROUP, INC. | ||||||||
| By: | /s/ W. HILDEBRANDT SURGNER, JR. | |||||||
| Name: | W. Hildebrandt Surgner, Jr. | |||||||
| Title: | Vice President, Corporate Secretary and | |||||||
| Associate General Counsel | ||||||||
DATE: March 23, 2021
3
Exhibit 99.1
ALTRIA GROUP, INC. DIRECTOR AND CHAIRMAN OF THE BOARD OF DIRECTORS THOMAS F. FARRELL II ANNOUNCES DECISION TO RETIRE FROM ALTRIA’S BOARD OF DIRECTORS
RICHMOND, Va. (March 23, 2021) – Thomas F. Farrell II, a director of Altria Group, Inc. (“Altria”) since 2008 and independent Chairman of Altria’s Board of Directors (the “Board”), notified Altria of his decision to retire from service on the Board following the completion of his current term. Consequently, Mr. Farrell will not stand for re-election to the Board at Altria’s 2021 Annual Meeting of Shareholders, which is presently anticipated to be held on May 20, 2021. The Board will evaluate Board leadership succession and intends to appoint a new Chairman at its organizational meeting following the 2021 Annual Meeting.
“Tom’s contributions over the past 13 years have been immeasurable,” said Billy Gifford, Altria’s Chief Executive Officer. “We thank him for his distinguished service and wish him the very best.”
Mr. Farrell is the Chairman of the Board, Chair of the Executive Committee and a member of the Compensation and Talent Development and Nominating, Corporate Governance and Social Responsibility Committees. Mr. Farrell has served as the Executive Chairman of Dominion Energy, Inc. (“Dominion”), one of the nation’s largest producers of energy, since October 2020, having previously served as Chairman, President and Chief Executive Officer of Dominion from 2007 through September 2020.
Altria’s Profile
Altria has a leading portfolio of tobacco products for U.S. tobacco consumers 21+. Altria’s Vision through 2030 is to responsibly lead the transition of adult smokers to a non-combustible future. Altria is Moving Beyond Smoking™, leading the way in moving adult smokers away from cigarettes by taking action to transition millions to potentially less harmful choices - believing it is a substantial opportunity for adult tobacco consumers, Altria’s businesses and society.
Altria’s wholly owned subsidiaries include the most profitable tobacco companies in their categories: Philip Morris USA Inc. (PM USA), U.S. Smokeless Tobacco Company LLC (USSTC), and John Middleton Co. (Middleton). Altria’s non-combustible portfolio includes majority ownership of Helix Innovations LLC (Helix), the maker of on! oral nicotine pouches, exclusive U.S. commercialization rights to the IQOS Tobacco Heating System® and Marlboro HeatSticks®, and an equity investment in JUUL Labs, Inc. (JUUL).
6601 West Broad Street, Richmond, VA 23230
Altria complements its tobacco portfolio with ownership of Ste. Michelle Wine Estates Ltd. (Ste. Michelle) and equity investments in Anheuser-Busch InBev SA/NV (ABI), the world’s largest brewer, and Cronos Group Inc. (Cronos), a leading Canadian cannabinoid company.
The brand portfolios of Altria’s tobacco operating companies include Marlboro®, Black & Mild®, Copenhagen®, Skoal® and on!® . Ste. Michelle produces and markets premium wines sold under various labels, including Chateau Ste. Michelle®, 14 Hands® and Stag’s Leap Wine Cellars™, and it imports and markets Antinori® and Champagne Nicolas Feuillatte™ products in the United States. Trademarks and service marks related to Altria referenced in this release are the property of Altria or its subsidiaries or are used with permission.
Learn more about Altria at www.altria.com and follow us on Twitter, Facebook and LinkedIn.
Altria Client Services
Investor Relations
(804) 484-8222
Altria Client Services
Media Affairs
(804) 484-8897
Source: Altria Group, Inc.
2