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 3, 2017



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))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
 

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.
As described below under Item 5.07, on May 3, 2017, shareholders of the Company approved the 2017 Performance Incentive Plan and the 2017 Stock Compensation Plan for Non-Employee Directors. A summary of the material terms of the 2017 Performance Incentive Plan is set forth under the caption "Approval of the 2017 Performance Incentive Plan" and a summary of the material terms of the 2017 Stock Compensation Plan for Non-Employee Directors is set forth under the caption "Approval of the 2017 Stock Compensation Plan for Non-Employee Directors" in the Company's proxy statement dated March 23, 2017 (the "Proxy Statement"). The summaries are qualified in their entirety by reference to the 2017 Performance Incentive Plan and the 2017 Stock Compensation Plan for Non-Employee Directors, filed as Exhibits B and C, respectively, to the Proxy Statement and incorporated herein by reference.

Item 5.07.
Submission of Matters to a Vote of Security Holders.
On May 3, 2017, the Company held its Annual Meeting of Shareholders (“Annual Meeting”). There were 1,385,651,737 shares of Common Stock, constituting 89.22 % of outstanding shares on the record date (March 10, 2017), 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
 
 
1,136,769,481

 
 
8,573,086

 
 
 
4,846,548

 
 
235,462,122

 
 
André Calantzopoulos
 
 
1,144,973,827

 
 
2,711,272

 
 
 
2,504,016

 
 
235,462,122

 
 
Louis C. Camilleri
 
 
1,137,582,936

 
 
10,094,046

 
 
 
2,512,133

 
 
235,462,122

 
 
Massimo Ferragamo
 
 
1,144,771,878

 
 
2,754,211

 
 
 
2,663,026

 
 
235,462,122

 
 
Werner Geissler
 
 
1,140,088,659

 
 
7,537,190

 
 
 
2,563,263

 
 
235,462,122

 
 
Jennifer Li
 
 
1,144,620,389

 
 
3,083,982

 
 
 
2,485,244

 
 
235,462,122

 
 
Jun Makihara
 
 
1,144,668,757

 
 
2,879,109

 
 
 
2,641,749

 
 
235,462,122

 
 
Sergio Marchionne
 
 
774,041,438

 
 
370,545,718

 
 
 
5,602,459

 
 
235,462,122

 
 
Kalpana Morparia
 
 
1,123,119,745

 
 
24,409,688

 
 
 
2,660,182

 
 
235,462,122

 
 
Lucio A. Noto
 
 
1,136,159,013

 
 
10,953,410

 
 
 
3,076,792

 
 
235,462,122

 
 
Frederik Paulsen
 
 
1,139,994,792

 
 
7,614,104

 
 
 
2,580,719

 
 
235,462,122

 
 
Robert B. Polet
 
 
1,141,281,073

 
 
6,276,041

 
 
 
2,632,501

 
 
235,462,122

 
 
Stephen M. Wolf
 
 
1,136,269,234

 
 
11,516,388

 
 
 
2,403,993

 
 
235,462,122

 
 
All director nominees were duly elected.





Proposal 2: Advisory Vote Approving Executive Compensation.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
For
 
Against
 
 
Abstain
 
 
Broker Non-Vote
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,103,458,376

 
 
40,635,018

 
 
 
6,095,721

 
 
235,462,122

The proposal was approved on an advisory basis.

Proposal 3: Advisory Resolution on the Frequency of Future Advisory Votes on Executive Compensation.

 
1 Year
 
2 Years
 
3 Years
 
Abstain
 
Broker Non-Vote
 
1,041,384,103

 
3,860,057

 
100,670,647

 
4,272,005

 
235,462,122

Shareholders advised that future advisory votes on executive compensation be held annually. In light of these results and consistent with a majority of shareholder votes cast with respect of this proposal, the Company's Board of Directors determined that an advisory vote on the compensation of the Company's executive officers will be conducted every year.





Proposal 4: Approval of the 2017 Performance Incentive Plan.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
For
 
Against
 
 
Abstain
 
 
Broker Non-Vote
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,106,209,241

 
 
38,803,869

 
 
 
5,176,005

 
 
235,462,122


The proposal was approved.



Proposal 5: Approval of the 2017 Stock Compensation Plan for Non-Employee Directors.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
For
 
Against
 
 
Abstain
 
 
Broker Non-Vote
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
967,302,649

 
 
177,230,306

 
 
 
5,656,160

 
 
235,462,122



The proposal was approved.

Proposal 6: Ratification of the Selection of PricewaterhouseCoopers SA as Independent Auditors.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
For
 
Against
 
 
Abstain
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,364,574,658

 
 
17,122,453

 
 
 
3,954,126

 
 
 
The proposal was approved.





Proposal 7: Shareholder Proposal 1 – Human Rights Policy.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
For
 
Against
 
 
Abstain
 
 
Broker Non-Vote
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
38,719,000

 
 
1,046,031,671

 
 
 
65,438,444

 
 
235,462,122

The proposal was defeated.




Proposal 8: Shareholder Proposal 2 – Mediation of Alleged Human Rights Violations.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
For
 
Against
 
 
Abstain
 
 
Broker Non-Vote
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
48,462,659

 
 
1,036,861,694

 
 
 
64,864,762

 
 
235,462,122

The proposal was defeated.

Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits
10.1
 
2017 Performance Incentive Plan (incorporated by reference to Exhibit B to the Company’s Proxy Statement filed on March 23, 2017).
 
 
10.2
 
2017 Stock Compensation Plan for Non-Employee Directors (incorporated by reference to Exhibit C to the Company’s Proxy Statement filed on March 23, 2017).






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 4, 2017







EXHIBIT INDEX

10.1
 
2017 Performance Incentive Plan (incorporated by reference to Exhibit B to the Company’s Proxy Statement filed on March 23, 2017).
 
 
10.2
 
2017 Stock Compensation Plan for Non-Employee Directors (incorporated by reference to Exhibit C to the Company’s Proxy Statement filed on March 23, 2017).