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 20, 2015
ALTRIA GROUP, INC.
(Exact name of registrant as specified in its charter)
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Virginia | | 1-08940 | | 13-3260245 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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6601 West Broad Street, Richmond, Virginia | | 23230 |
(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:
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¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 20, 2015, Altria Group, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, shareholders approved the Company’s (1) 2015 Performance Incentive Plan (the “2015 PIP”) and (2) 2015 Stock Compensation Plan for Non-Employee Directors (the “2015 Non-Employee Director Plan”), each of which had been previously approved by the Company’s Board of Directors (the “Board”) subject to shareholder approval.
The 2015 PIP provides for annual and long-term incentive awards to eligible employees of the Company or its subsidiaries or affiliates. Awards may be paid in the form of cash, shares of the Company’s common stock, stock options, stock appreciation rights, restricted stock, restricted stock units, deferred stock units or other stock-based awards or any combination thereof, as determined by the Compensation Committee of the Board. Forty million shares of the Company’s common stock are reserved for awards under the 2015 PIP.
The 2015 Non-Employee Director Plan provides for awards to members of the Board who are not full-time employees of the Company or its subsidiaries. Awards may be paid in the form of shares of the Company’s common stock, stock options or other stock-based awards or any combination thereof, as determined by the Nominating, Corporate Governance and Social Responsibility Committee of the Board. One million shares of the Company’s common stock are reserved for awards under the 2015 Non-Employee Director Plan.
The material terms of the 2015 PIP and the 2015 Non-Employee Director Plan are described under “Proposal 2 - Approval of the 2015 Performance Incentive Plan” and “Proposal 3 - Approval of the 2015 Stock Compensation Plan for Non-Employee Directors,” respectively, in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 9, 2015. These descriptions are incorporated by reference in this Current Report on Form 8-K.
The description of the material terms of the 2015 PIP above is qualified in its entirety by reference to the full text of the 2015 PIP, which is filed as Exhibit 10.1 and incorporated by reference in this Current Report on Form 8-K. The description of the material terms of the 2015 Non-Employee Director Plan above is qualified in its entirety by reference to the full text of the 2015 Non-Employee Director Plan, which is filed as Exhibit 10.2 and incorporated by reference in this Current Report on Form 8-K.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 20, 2015, the Company held its Annual Meeting. There were 1,727,100,641 shares of common stock of the Company represented in person or by proxy at the meeting, constituting 87.79% of outstanding shares on March 30, 2015, the record date for the Annual Meeting. The matters voted upon at the Annual Meeting and the final voting results are set forth below:
Proposal 1: To Elect Eleven Directors of the Company.
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Name | | For | | Against | | Abstain | | Broker Non-Vote |
Gerald L. Baliles | | 1,188,702,214 | | 89,280,748 | | 5,946,005 | | 443,171,674 |
Martin J. Barrington | | 1,248,496,234 | | 25,829,679 | | 9,599,606 | | 443,171,674 |
John T. Casteen III | | 1,167,602,197 | | 110,240,819 | | 6,085,951 | | 443,171,674 |
Dinyar S. Devitre | | 1,262,685,977 | | 15,412,289 | | 5,830,701 | | 443,171,674 |
Thomas F. Farrell II | | 1,146,541,002 | | 130,662,757 | | 6,725,208 | | 443,171,674 |
Thomas W. Jones | | 1,254,955,087 | | 23,228,456 | | 5,745,424 | | 443,171,674 |
Debra J. Kelly-Ennis | | 1,264,796,163 | | 13,434,107 | | 5,698,616 | | 443,171,674 |
W. Leo Kiely III | | 1,263,642,849 | | 13,550,027 | | 6,735,591 | | 443,171,674 |
Kathryn B. McQuade | | 1,265,828,473 | | 12,458,495 | | 5,641,893 | | 443,171,674 |
George Muñoz | | 1,255,934,256 | | 22,246,726 | | 5,747,960 | | 443,171,674 |
Nabil Y. Sakkab | | 1,263,444,329 | | 14,630,661 | | 5,853,952 | | 443,171,674 |
All director nominees were duly elected.
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Proposal 2: | Approval of the 2015 Performance Incentive Plan. |
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For | | Against | | Abstain | | Broker Non-Vote |
1,223,844,695 | | 50,670,604 | | 9,413,668 | | 443,171,674 |
The 2015 Performance Incentive Plan was approved.
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Proposal 3: | Approval of the 2015 Stock Compensation Plan for Non-Employee Directors. |
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For | | Against | | Abstain | | Broker Non-Vote |
1,229,840,066 | | 44,238,838 | | 9,850,063 | | 443,171,674 |
The 2015 Stock Compensation Plan for Non-Employee Directors was approved.
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Proposal 4: | Ratification of the Selection of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2015. |
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For | | Against | | Abstain |
1,696,338,394 | | 23,142,363 | | 7,617,857 |
The selection of Independent Registered Public Accounting Firm was ratified.
Proposal 5: Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers.
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For | | Against | | Abstain | | Broker Non-Vote |
1,226,987,155 | | 46,247,932 | | 10,693,880 | | 443,171,674 |
The proposal was approved on an advisory basis.
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Proposal 6: | Shareholder Proposal - Policy on Migrant Labor in the Tobacco Supply Chain. |
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For | | Against | | Abstain | | Broker Non-Vote |
60,380,533 | | 1,153,080,971 | | 70,457,178 | | 443,171,674 |
The proposal was defeated.
Proposal 7: Shareholder Proposal - Preparation of Health Effect and Cessation Materials for Poor and Less Formally Educated Tobacco Consumers.
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For | | Against | | Abstain | | Broker Non-Vote |
55,091,610 | | 1,123,589,901 | | 105,247,431 | | 443,171,674 |
The proposal was defeated.
Proposal 8: Shareholder Proposal - Report on Actions Taken to Reduce the Risk of Green Tobacco Sickness.
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For | | Against | | Abstain | | Broker Non-Vote |
63,904,488 | | 1,107,462,245 | | 112,562,209 | | 443,171,674 |
The proposal was defeated.
Item 7.01. Regulation FD Disclosure.
In connection with the Annual Meeting, the Company issued a press release on May 20, 2015, in which the Company, among other things, reaffirmed its adjusted diluted earnings per share guidance for 2015. A copy of the press release is attached as Exhibit 99.3 and is incorporated by reference in this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.3, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Item 7.01 shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
Item 9.01. Financial Statements and Exhibits.
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| 10.1 | 2015 Performance Incentive Plan (incorporated by reference to Exhibit A to the Company’s Definitive Proxy Statement on Schedule 14A filed on April 9, 2015 (File No. 1-08940)) (filed under Item 5.02) |
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| 10.2 | 2015 Stock Compensation Plan for Non-Employee Directors (incorporated by reference to Exhibit B to the Company’s Definitive Proxy Statement on Schedule 14A filed on April 9, 2015 (File No. 1-08940)) (filed under Item 5.02) |
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| 99.1 | “Proposal 2 - Approval of the 2015 Performance Incentive Plan” (incorporated by reference to the Company’s Definitive Proxy Statement on Schedule 14A filed on April 9, 2015 (File No. 1-08940)) (filed under Item 5.02) |
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| 99.2 | “Proposal 3 - Approval of the 2015 Stock Compensation Plan for Non-Employee Directors” (incorporated by reference to the Company’s Definitive Proxy Statement on Schedule 14A filed on April 9, 2015 (File No. 1-08940)) (filed under Item 5.02) |
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| 99.3 | Altria Group, Inc. Press Release, dated May 20, 2015 (furnished under Item 7.01) |
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.
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| ALTRIA GROUP, INC. |
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| By: | /s/ W. HILDEBRANDT SURGNER, JR. |
| Name: | W. Hildebrandt Surgner, Jr. |
| Title: | Corporate Secretary and Senior Assistant General Counsel |
DATE: May 20, 2015
EXHIBIT INDEX
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Exhibit No. | | Description |
10.1 | | 2015 Performance Incentive Plan (incorporated by reference to Exhibit A to the Company’s Definitive Proxy Statement on Schedule 14A filed on April 9, 2015 (File No. 1-08940)) (filed under Item 5.02) |
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10.2 | | 2015 Stock Compensation Plan for Non-Employee Directors (incorporated by reference to Exhibit B to the Company’s Definitive Proxy Statement on Schedule 14A filed on April 9, 2015 (File No. 1-08940)) (filed under Item 5.02) |
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99.1 | | “Proposal 2 - Approval of the 2015 Performance Incentive Plan” (incorporated by reference to the Company’s Definitive Proxy Statement on Schedule 14A filed on April 9, 2015 (File No. 1-08940)) (filed under Item 5.02) |
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99.2 | | “Proposal 3 - Approval of the 2015 Stock Compensation Plan for Non-Employee Directors” (incorporated by reference to the Company’s Definitive Proxy Statement on Schedule 14A filed on April 9, 2015 (File No. 1-08940)) (filed under Item 5.02) |
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99.3 | | Altria Group, Inc. Press Release, dated May 20, 2015 (furnished under Item 7.01) |
Exhibit 99.3
ALTRIA HOLDS 2015 ANNUAL MEETING OF SHAREHOLDERS
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• | Altria announces Annual Meeting voting results. |
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• | Altria declares regular quarterly dividend of $0.52 per share. |
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• | Altria reaffirms its guidance for 2015 full-year adjusted diluted earnings per share (EPS) to be in the range of $2.75 to $2.80, representing a growth rate of 7% to 9% from an adjusted diluted EPS base of $2.57 in 2014. |
RICHMOND, Va. -- May 20, 2015 -- Altria Group, Inc. (Altria) (NYSE: MO) held its 2015 Annual Meeting of Shareholders (Annual Meeting) today. Altria’s Chairman, Chief Executive Officer and President, Marty Barrington, summarized Altria’s 2014 and first quarter 2015 operating and financial results and emphasized Altria’s focus on its people and work culture, commitment to communities and corporate responsibility initiatives.
Voting Results for Altria’s Annual Meeting
At the Annual Meeting, Altria’s shareholders elected to a one-year term each of the 11 nominees for director named in Altria’s proxy statement; approved the 2015 Performance Incentive Plan and the 2015 Stock Compensation Plan for Non-Employee Directors; ratified the selection of PricewaterhouseCoopers LLP as Altria’s independent registered public accounting firm for the fiscal year ending December 31, 2015; approved, on an advisory basis, the compensation of Altria’s named executive officers; and defeated three shareholder proposals. Final voting results will be reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission.
Regular Quarterly Dividend
Following the Annual Meeting, Altria’s Board of Directors declared a regular quarterly dividend of $0.52 per share, payable on July 10, 2015, to shareholders of record as of June 15, 2015. The ex-dividend date is June 11, 2015.
2015 Full-Year Guidance
Altria reaffirms its guidance for 2015 full-year adjusted diluted EPS, which excludes the special items discussed in Schedule 1, to be in the range of $2.75 to $2.80, representing a growth rate of 7% to 9% from an adjusted diluted EPS base of $2.57 in 2014, as shown in Schedule 1.
6601 West Broad Street, Richmond, VA 23230
The factors described in the Forward-Looking and Cautionary Statements section of this release represent continuing risks to Altria’s forecast.
Remarks and Presentation
A copy of Mr. Barrington’s prepared remarks and business presentation, as well as a replay of the audio webcast of the Annual Meeting, are available on altria.com and via the Altria Investor app.
Altria’s Profile
Altria’s wholly-owned subsidiaries include Philip Morris USA Inc. (PM USA), U.S. Smokeless Tobacco Company LLC (USSTC), John Middleton Co., Nu Mark LLC, Ste. Michelle Wine Estates Ltd. (Ste. Michelle) and Philip Morris Capital Corporation. Altria holds a continuing economic and voting interest in SABMiller plc (SABMiller).
The brand portfolios of Altria’s tobacco operating companies include Marlboro®, Black & Mild®, Copenhagen®, Skoal®, MarkTen® and Green Smoke®. Ste. Michelle produces and markets premium wines sold under various labels, including Chateau Ste. Michelle®, Columbia Crest®, 14 Hands® and Stag’s Leap Wine Cellars™, and it imports and markets Antinori®, Champagne Nicolas Feuillatte™, Torres® and Villa Maria Estate™ 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. More information about Altria is available at altria.com and on the Altria Investor app.
Forward-Looking and Cautionary Statements
This press release contains projections of future results and other forward-looking statements that involve a number of risks and uncertainties and are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995.
Important factors that may cause actual results and outcomes to differ materially from those contained in the projections and forward-looking statements included in this press release are described in Altria’s publicly filed reports, including its Annual Report on Form 10-K for the year ended December 31, 2014 and its Quarterly Report on Form 10-Q for the period ended March 31, 2015.
These factors include the following: significant competition; changes in adult consumer preferences and demand for Altria’s operating companies’ products; fluctuations in raw material availability, quality and price; reliance on key facilities and suppliers; reliance on critical information systems, many of which are managed by third-party service providers; fluctuations in levels of customer inventories; the effects of global, national and local economic and market conditions; changes to income tax laws; federal, state and local legislative activity, including actual and potential federal and state excise tax increases; increasing marketing and regulatory restrictions; the effects of price increases related to excise tax increases and concluded tobacco litigation settlements on trade inventories, consumption rates and consumer preferences within price segments; health concerns relating to the use
of tobacco products and exposure to environmental tobacco smoke; privately imposed smoking restrictions; and, from time to time, governmental investigations.
Furthermore, the results of Altria’s tobacco businesses are dependent upon their continued ability to promote brand equity successfully; to anticipate and respond to evolving adult consumer preferences; to develop, manufacture, market and distribute products that appeal to adult tobacco consumers (including, where appropriate, through arrangements with, and investments in, third parties); to improve productivity; and to protect or enhance margins through cost savings and price increases.
Altria and its tobacco businesses are also subject to federal, state and local government regulation, including broad-based regulation of PM USA and USSTC by the U.S. Food and Drug Administration. Altria and its subsidiaries continue to be subject to litigation, including risks associated with adverse jury and judicial determinations, courts reaching conclusions at variance with the companies’ understanding of applicable law, bonding requirements in the limited number of jurisdictions that do not limit the dollar amount of appeal bonds and certain challenges to bond cap statutes.
Altria cautions that the foregoing list of important factors is not complete and does not undertake to update any forward-looking statements that it may make except as required by applicable law. All subsequent written and oral forward-looking statements attributable to Altria or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements referenced above.
Source: Altria Group, Inc. |
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Altria Client Services | | Altria Client Services | |
Investor Relations | | Media Relations | |
804-484-8222 | | 804-484-8897 | |
Schedule 1
ALTRIA GROUP, INC.
and Subsidiaries
First Quarter 2015 Special Items and Reconciliation of 2014 Adjusted Results
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Altria’s First Quarter 2015 Special Items |
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Tobacco and health litigation items | $ | 0.01 |
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SABMiller special items | 0.03 |
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Loss on early extinguishment of debt | 0.07 |
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| $ | 0.11 |
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Reconciliation of Altria’s 2014 Adjusted Results |
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| Full Year |
| 2014 |
Reported diluted EPS | $ | 2.56 |
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NPM Adjustment Items | (0.03 | ) |
Asset impairment, exit, integration and acquisition-related costs | 0.01 |
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Tobacco and health litigation items | 0.01 |
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SABMiller special items | 0.01 |
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Loss on early extinguishment of debt | 0.02 |
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Tax items | (0.01 | ) |
Adjusted diluted EPS | $ | 2.57 |
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Altria reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). Altria’s management reviews certain financial results, including diluted EPS, on an adjusted basis, which exclude certain income and expense items that management believes are not part of underlying operations. These items may include, for example, loss on early extinguishment of debt, restructuring charges, SABMiller special items, certain tax items, charges associated with tobacco and health litigation items, and settlements of, and determinations made in connection with, certain non-participating manufacturer (NPM) adjustment disputes (such settlements and determinations are referred to collectively as NPM Adjustment Items). Altria’s management does not view any of these special items to be part of Altria’s sustainable results as they may be highly variable, are difficult to predict and can distort underlying business trends and results. Altria’s management believes that these adjusted financial measures provide useful insight into underlying business trends and results and provide a more meaningful comparison of year-over-year results. Altria’s management uses adjusted financial measures for planning, forecasting and evaluating business and financial performance, including allocating resources and evaluating results relative to employee compensation targets. These adjusted financial measures are not consistent with GAAP, and should thus be considered as supplemental in nature and not considered in isolation or as a substitute for the related financial information prepared in accordance with GAAP.
Altria’s full-year adjusted diluted EPS guidance excludes the impact of certain income and expense items, including those items noted in the preceding paragraph. Altria’s management cannot estimate on a forward-looking basis the impact of these items on its reported diluted EPS because these items, which could be significant, are difficult to predict and may be highly variable. As a result, Altria does not provide a corresponding GAAP financial measure for, or reconciliation to, its adjusted diluted EPS guidance.
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