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): February 4, 2016


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.
(e) In 2015, the Compensation and Leadership Development Committee of the Board of Directors of Philip Morris International Inc. (the “Company”) revised the Company’s variable compensation program to better reflect current market practices and to even more strongly align the longer-term interests of its executives with those of its shareholders.
Below is a summary of the awards granted to the Company’s named executive officers on February 4, 2016 under the amended program.
Equity Awards. Under the amended program, the Company’s named executive officers receive 40% of their targeted equity award in the form of restricted stock units, or RSUs (also known as deferred stock), and 60% in the form of performance share units, or PSUs. Accordingly, the Compensation and Leadership Development Committee of the Board of Directors of the Company (the “Committee”) approved the grants of RSUs and PSUs under the Philip Morris International Inc. 2012 Performance Incentive Plan (the “Plan”) to the Company's named executive officers in the amounts indicated below:
Name
RSUs

 
PSUs

 
 
 
 
André Calantzopoulos
47,360

 
71,040

Marc Firestone
13,480

 
20,220

Martin King
6,440

 
9,650

Jacek Olczak
14,030

 
21,050

Miroslaw Zielinski
9,020

 
13,530

The foregoing awards of RSUs are due to vest on February 20, 2019. The form of the RSU agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The foregoing awards of PSUs are due to vest on February 20, 2019 at the end of a three-year (2016-2018) performance cycle only to the extent performance goals pre-established and pre-weighted by the Committee are achieved. The form of the PSU agreement is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference herein.





Annual Incentive Compensation Awards. On February 4, 2016, the Committee approved annual incentive compensation awards for 2015, payable in cash, to the Company's named executive officers, in the amounts indicated below:
    
Name
Annual Incentive Award
 
 
 
CHF

US$

 
André Calantzopoulos
4,605,590

4,566,903

(a) 
Marc Firestone
1,787,520

1,772,505

(a) 
Martin King
1,072,510

1,063,501


(a)

Jacek Olczak
1,782,800

1,767,824

(a) 
Matteo Pellegrini
870,680

863,366

(a)(b) 
Miroslaw Zielinski
1,503,130

1,490,504

(a) 
(a)
Annual incentive compensation awards earned in Swiss Francs are converted to U.S. dollars using the average conversion rate on February 4, 2016 of CHF1.00 = $0.9916.
(b)
In connection with his early retirement, Mr. Pellegrini’s annual incentive compensation was pro-rated through September 30, 2015, as set forth in the Early Retirement Agreement and Release filed with the Securities and Exchange Commission on Form 8-K on July 27, 2015.
The annual incentive compensation awards were set based on a pre-established matrix formula employing six performance measures.
Base Salaries. For the fourth year in a row, the Committee determined not to increase the base salaries of the named executive officers. Therefore, no changes were made to the base salaries of the named executive officers from the previously disclosed levels.
The Company will provide additional information regarding the compensation of its named executive officers in the Company’s proxy statement for the Company’s Annual Meeting of Shareholders, which will be issued in March 2016.

Item 9.01. Financial Statements and Exhibits.
(d)      Exhibits
10.1
Form of Restricted Stock Unit Agreement
10.2
Form of Performance Share Unit Agreement






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: February 9, 2016








EXHIBIT INDEX


Exhibit No.    Description
10.1
Form of Restricted Stock Unit Agreement
10.2
Form of Performance Share Unit Agreement