2014-05-07 ASM Results and Psotta Retirement 8-k


 
 
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 7, 2014
 
 
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 5.02.         Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.        

On May 8, 2014, Philip Morris International Inc. (the “Company”) announced that Joachim Psotta, Vice President and Controller of the Company, has elected to retire, effective February 28, 2015. Mr. Psotta will be succeeded by Andreas Kurali as Vice President and Controller of the Company, effective March 1, 2015.

Mr. Kurali, age 48, currently serves as Vice President Finance Asia and has been continuously employed by the Company in various finance capacities during the past five years.

The compensation of Mr. Kurali in his new role will be determined by the Compensation and Leadership Development Committee of the Board of Directors at a later date and promptly disclosed at that time.


Item 5.07.
Submission of Matters to a Vote of Security Holders.
On May 7, 2014, the Company held its Annual Meeting of Shareholders (“Annual Meeting”). There were 1,370,678,446 shares of Common Stock, constituting 86.73% of outstanding shares on the record date (March 14, 2014), 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: Election of Directors of the Company.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Name
 
For
Against
 
Abstain
 
Broker Non-Vote
 
 
 
 
 
 
 
Harold Brown
 
 
1,096,347,845

 
12,907,043

 
 
4,278,793

 
257,144,460

 
 
 
André Calantzopoulos
 
 
1,102,547,631

 
5,876,319

 
 
5,100,730

 
257,144,460


 
 
Louis C. Camilleri
 
 
1,098,676,215

 
9,958,769

 
 
4,888,834

 
257,144,460


 
 
Jennifer Li
 
 
1,100,000,320

 
9,365,129

 
 
4,159,866

 
257,144,460


 
 
Sergio Marchionne
 
 
879,293,167

 
227,663,548

 
 
6,576,623

 
257,144,460


 
 
Kalpana Morparia
 
 
1,097,067,017

 
12,255,279

 
 
4,211,542

 
257,144,460


 
 
Lucio A. Noto
 
 
1,096,460,221

 
12,759,678

 
 
4,313,796

 
257,144,460


 
 
Robert B. Polet
 
 
1,099,651,102

 
9,611,874

 
 
4,270,861

 
257,144,460


 
 
Carlos Slim Helú
 
 
1,099,755,016

 
9,443,145

 
 
4,335,595

 
257,144,460


 
 
Stephen M. Wolf
 
 
1,092,784,541

 
16,544,017

 
 
4,205,199

 
257,144,460


 
 
All director nominees were duly elected.


Proposal 2: Ratification of the Selection of PricewaterhouseCoopers SA as Independent Auditors.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
For
 
 
Against
 
 
Abstain
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,347,891,631
 
 
 
16,641,984
 
 
6,144,831
 
 
 
The proposal was approved.
Proposal 3: Advisory Vote Approving Executive Compensation.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
For
 
Against
 
 
Abstain
 
 
Broker Non-Vote
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,062,077,482
 
 
41,778,390
 
 
 
9,678,115
 
 
257,144,460
The proposal was approved on an advisory basis.
Proposal 4: Shareholder Proposal 1 - Lobbying.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
For
 
Against
 
 
Abstain
 
 
Broker Non-Vote
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
350,401,726
 
 
708,269,142
 
 
 
54,860,348
 
 
257,144,460
The proposal was defeated.
Proposal 5: Shareholder Proposal 2 - Animal Testing.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
For
 
Against
 
 
Abstain
 
 
Broker Non-Vote
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
18,688,496
 
 
1,006,004,552
 
 
 
88,840,277
 
 
257,144,460
The proposal was defeated.







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/ JERRY WHITSON
Name:
 
Jerry Whitson
Title:
 
Deputy General Counsel and
Corporate Secretary
DATE: May 8, 2014