8-K
Philip Morris International Inc. (PM)
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): December 6, 2023
Philip Morris International Inc.
(Exact name of registrant as specified in its charter)
| Virginia | 1-33708 | 13-3435103 | |
|---|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (I.R.S. Employer<br><br>Identification No.) | |
| 677 Washington Blvd, Ste. 1100 | Stamford | Connecticut | 06901 |
| --- | --- | --- | --- |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (203) 905-2410
(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 Symbol(s) | Name of each exchange on which registered | ||||
|---|---|---|---|---|---|---|
| Common Stock, no par value | PM | New York Stock Exchange | 2.875% Notes due 2024 | PM24 | New York Stock Exchange | |
| --- | --- | --- | ||||
| 2.875% Notes due 2024 | PM24C | New York Stock Exchange | ||||
| 0.625% Notes due 2024 | PM24B | New York Stock Exchange | ||||
| 3.250% Notes due 2024 | PM24A | New York Stock Exchange | ||||
| 2.750% Notes due 2025 | PM25 | New York Stock Exchange | ||||
| 3.375% Notes due 2025 | PM25A | New York Stock Exchange | ||||
| 2.750% Notes due 2026 | PM26A | New York Stock Exchange | ||||
| 2.875% Notes due 2026 | PM26 | New York Stock Exchange | ||||
| 0.125% Notes due 2026 | PM26B | New York Stock Exchange | ||||
| 3.125% Notes due 2027 | PM27 | New York Stock Exchange | ||||
| 3.125% Notes due 2028 | PM28 | New York Stock Exchange | ||||
| 2.875% Notes due 2029 | PM29 | New York Stock Exchange | ||||
| 3.375% Notes due 2029 | PM29A | New York Stock Exchange | ||||
| 0.800% Notes due 2031 | PM31 | New York Stock Exchange | ||||
| 3.125% Notes due 2033 | PM33 | New York Stock Exchange | ||||
| 2.000% Notes due 2036 | PM36 | New York Stock Exchange | ||||
| 1.875% Notes due 2037 | PM37A | New York Stock Exchange | ||||
| 6.375% Notes due 2038 | PM38 | New York Stock Exchange | ||||
| 1.450% Notes due 2039 | PM39 | New York Stock Exchange | ||||
| 4.375% Notes due 2041 | PM41 | New York Stock Exchange | ||||
| 4.500% Notes due 2042 | PM42 | New York Stock Exchange | ||||
| 3.875% Notes due 2042 | PM42A | New York Stock Exchange | ||||
| 4.125% Notes due 2043 | PM43 | New York Stock Exchange | ||||
| 4.875% Notes due 2043 | PM43A | New York Stock Exchange | ||||
| 4.250% Notes due 2044 | PM44 | New York Stock Exchange | ||||
| 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. | ☐ | |||
| --- | --- | |||||
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | |||||
| --- | --- |
On December 6, 2023, the Board of Directors of Philip Morris International Inc. (the “Company”) adopted the Company’s Executive Officer Severance Policy for Voluntary Termination (Resignation, Voluntary Early Retirement, Voluntary Normal Retirement) (the “Policy”). The Policy provides that the Company will not make certain payments, including cash severance and non-competition payments, to an executive officer who voluntarily terminates his or her employment with the Company. The Policy is effective as of December 6, 2023 (the “Effective Date”) and applies to all voluntary terminations of employment by an executive officer, subject to applicable law and any existing agreements as of the Effective Date.
The foregoing description of the Policy is qualified in its entirety by reference to the Policy, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits. |
| --- | --- |
| 10.1 | Philip Morris International Inc.'s Executive Officer Severance Policy for Voluntary Termination (Resignation, Voluntary Early Retirement, Voluntary Normal Retirement), effective December 6, 2023. |
| --- | --- |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document and contained in Exhibit 101). |
| --- | --- |
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/ DARLENE QUASHIE HENRY |
| Name: | Darlene Quashie Henry |
| Title: | Vice President, Associate General Counsel & Corporate Secretary |
Date: December 8, 2023
Document
Exhibit 10.1
PHILIP MORRIS INTERNATIONAL INC.
EXECUTIVE OFFICER SEVERANCE POLICY
FOR
VOLUNTARY TERMINATION (RESIGNATION, VOLUNTARY EARLY RETIREMENT, VOLUNTARY NORMAL RETIREMENT)
(Effective Date: December 6, 2023)
1.INTRODUCTION
PHILIP MORRIS INTERNATIONAL INC. (the “Company”) is adopting this policy (“Policy”) to outline the restrictions on severance applicable to Executive Officers (the “Executive Officers”) of the Company in the event of voluntary termination of employment pursuant to Resignation, Voluntary Early Retirement and Voluntary Normal Retirement (each as defined below).
This Policy is administered by the Compensation and Leadership Development Committee (the “Committee”) of the Company’s Board of Directors (the “Board”). The Committee shall have full and final authority to make any and all determinations required or permitted under this Policy. Any determination by the Committee with respect to this Policy shall be final, conclusive and binding on all parties. The Board may amend or terminate this Policy at any time.
2. EFFECTIVE DATE
This Policy shall apply to all Resignations, Voluntary Early Retirements and Voluntary Normal Retirements of Executive Officers, on or after the Effective Date of this Policy, subject to applicable law and any existing agreements as of the Effective Date.
3.DEFINITIONS
For purposes of this Policy, the following terms shall have the meanings set forth below:
“Cause” shall have the meaning set forth in the Philip Morris International Inc. 2022 Performance Incentive Plan, and any subsequent plan.
“Disability” shall mean the permanent and total disability as determined under procedures established by the Company for purposes of the Philip Morris International Inc. 2022 Performance Incentive Plan, and any subsequent plan.
“Executive Officer” means any current “officer” as defined in Rule 3b–7 under the Exchange Act. For purposes of this Policy (and only for such purposes), an Executive Officer shall retain his or her status as an Executive Officer for a period of 12 months following his or her ceasing to be an Executive Officer.
“PMI Group” shall mean the Company and each of its subsidiaries and affiliates.
“Resignation” shall mean termination of employment due to a voluntary resignation of employment by the Executive Officer for any reason. For the avoidance of doubt, Resignation shall not include a termination by the Company with or without Cause, termination of employment due to death or Disability, or termination upon Voluntary Early Retirement or Voluntary Normal Retirement.
“Voluntary Early Retirement” shall mean termination of employment due to a voluntary resignation of employment by the Executive Officer on or after the date specified as the early retirement age in the pension plan
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or employment contract, if any, under which the Executive Officer is at that time accruing pension benefits for their current service (or, in the absence of a specified early retirement age, the age at which pension benefits under such plan or contract become first payable). In any case in which the meaning of “Voluntary Early Retirement” is uncertain under the definition contained in the prior sentence an Executive Officer’s termination of employment shall be treated as a “Voluntary Early Retirement” under such circumstances as the Committee, in its sole discretion, deems equivalent to early retirement.
“Voluntary Normal Retirement” shall mean termination of employment due to a voluntary resignation of employment by the Executive Officer on or after the date specified as the normal retirement age in the pension plan or employment contract, if any, under which the Executive Officer is at that time accruing pension benefits for their current service (or, in the absence of a specified normal retirement age, the age at which pension benefits under such plan or contract become payable without reduction for early commencement and without any requirement of a particular period of prior service). In any case in which the meaning of “Voluntary Normal Retirement” is uncertain under the definition contained in the prior sentence or a termination of employment at or after age 65 would not otherwise constitute “Voluntary Normal Retirement,” an Executive Officer’s termination of employment shall be treated as a “Voluntary Normal Retirement” under such circumstances as the Committee, in its sole discretion, deems equivalent to normal retirement.
4. RESTRICTIONS ON PAYMENTS
a.Severance (ex-gratia) Payment. No discretionary cash severance payment will be paid upon Resignation, Voluntary Early Retirement or Voluntary Normal Retirement.
b.Incentive Compensation (Annual Bonus Amount). A pro-rated amount for the period of active employment during the termination year will only be paid upon Voluntary Early Retirement or Voluntary Normal Retirement. No such payment will be made in the event of Resignation unless required by applicable law or pursuant to the terms of an employment contract.
c.Equity Awards. Equity awards will vest in accordance with the terms of the applicable stock agreement. Notwithstanding anything to the contrary, the Committee will not exercise its discretion to provide for full or partial vesting of any equity awards upon Resignation unless required by law or pursuant to the terms of an employment contract or the underlying stock agreement.
d.Non-Competition Payment. No discretionary cash payment for compliance with non-competition obligations will be provided upon Resignation, Voluntary Early Retirement or Voluntary Normal Retirement. The Company reserves the right to enforce the non-competition obligations through other means.
For the avoidance of doubt, the Executive Officer shall be entitled to any other contractual or legally required payments or benefits and shall be eligible to receive perquisites and other employee benefits generally available to similarly-situated employees.
If any provision of this Policy is held to be invalid, illegal, or unenforceable (whether in whole or in part), such provision shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality, or unenforceability, and the remaining provisions shall not be affected thereby; provided that, if any such provision is finally held to be invalid, illegal, or unenforceable because it exceeds the maximum scope determined to be acceptable to permit such provision to be enforceable, such provision shall be deemed modified to the minimum extent necessary to make such provision enforceable.
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