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) July 15, 2015
Reynolds American Inc.
(Exact Name of Registrant as Specified in its Charter)
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North Carolina |
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1-32258 |
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20-0546644 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
401 North Main Street,
Winston-Salem, NC 27101
(Address of Principal Executive Offices) (Zip Code)
Registrants telephone number, including area code: 336-741-2000
Not Applicable
(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 (see General Instruction A.2. below):
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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)) |
ITEM 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
At its meeting on July 15, 2015, the Board of Directors, referred to as the Board, of Reynolds American Inc., referred to as RAI, elected
Robert Lerwill to serve on RAIs Board as a Class II Director and appointed him to serve on the Boards Compensation and Leadership Development Committee. Mr. Lerwill is a designee of Brown & Williamson Holdings, Inc.,
referred to as B&W, a subsidiary of British American Tobacco p.l.c., referred to as BAT. A copy of the press release announcing Mr. Lerwills election to the Board and appointment to the Boards Compensation and Leadership
Development Committee is attached this Current Report on Form 8-K as Exhibit 99.1.
Under the terms of a July 30, 2004 governance
agreement, as amended, among RAI, BAT and B&W, referred to as the governance agreement, B&W has the right, based upon the current ownership of BAT and its subsidiaries of approximately 42% of RAI common stock, to designate five people for
nomination to RAIs Board three of which must be independent directors under the New York Stock Exchange listing standards and the governance agreement. With respect to the designation of Mr. Lerwill as a nominee for
election to the Board, B&W requested and received a waiver from RAIs Other Directors (as defined in the governance agreement) to any objection to B&Ws designation of Mr. Lerwill as an independent director under
the terms of the governance agreement. Although Mr. Lerwill was a director of BAT during the three years immediately preceding his designation by B&W, Mr. Lerwill retired from BATs board of directors in April 2013, and RAIs
Board has determined that he is an independent director under the New York Stock Exchange listing standards. After the July 15, 2015 election of Mr. Lerwill, RAIs Board is comprised of 14 Directors. While the governance
agreement provides that the total number of RAI Directors is 13, BAT has agreed that the size of RAIs Board will be temporarily increased to 14 to accommodate the election of Murray Kessler following RAIs acquisition of Lorillard, Inc.,
so long as the Board size is reduced to 13 by the time of RAIs 2016 annual meeting. In addition to Mr. Lerwill, the other current RAI Directors who have been designated as independent directors by B&W pursuant to the governance
agreement are: Ronald S. Rolfe (Class I Director) and Martin D. Feinstein (Class III Director). The other current RAI Directors designated by B&W pursuant to the governance agreement are: John P. Daly (Class II Director)
and Ricardo Oberlander (Class III Director). Each class of RAI Directors serves a staggered three-year term, with the term of the Class I, Class II and Class III Directors ending generally on the date of the RAI annual
shareholders meeting held in 2017, 2018 and 2016, respectively. Mr. Lerwills initial term as a Class II Director, however, is scheduled to expire on the date of RAIs 2016 annual shareholders meeting because under
the law of North Carolina (the state in which RAI is incorporated), the term of a director elected to fill a vacancy will expire at the next shareholders meeting at which directors are elected (notwithstanding that the term of the other
Directors in that same class is not yet scheduled to expire).
Mr. Lerwill is eligible to participate in the non-employee director
compensation arrangements described in the Reynolds American Inc. 2015 Outside Directors Compensation Summary, which summary was filed as Exhibit 10.31 to RAIs Annual Report on Form 10-K for the fiscal year ended December 31,
2014 and which is incorporated herein by reference. Mr. Lerwill has entered into an indemnification agreement with RAI, the same indemnification agreement which RAI offers to all of its executive officers and directors. Such indemnification
agreement was filed as Exhibit 10.1 to RAIs Form 8-K dated February 1, 2005 and is incorporated by reference herein.
ITEM 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
The following is furnished as an Exhibit to this Current Report on Form 8-K.
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Number |
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Exhibit |
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99.1 |
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Press Release of Reynolds American Inc., dated July 15, 2015 |
SIGNATURE
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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REYNOLDS AMERICAN INC. |
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By: |
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/s/ McDara P. Folan, III |
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Name: |
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McDara P. Folan, III |
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Title: |
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Senior Vice President, Deputy General Counsel and Secretary |
Date: July 15, 2015
INDEX TO EXHIBITS
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Number |
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Exhibit |
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99.1 |
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Press Release of Reynolds American Inc., dated July 15, 2015 |
Exhibit 99.1
Reynolds American Inc.
P.O. Box 2990
Winston-Salem, NC 27102-2990
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Contact: |
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Investor Relations: (336)
741-5165 |
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Media: |
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Jane Seccombe (336) 741-5068 |
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RAI 2015-19 |
RAI board elects Robert Lerwill
WINSTON-SALEM, N.C. July 15, 2015 Reynolds American Inc. (NYSE: RAI) announced today that its board of directors has elected Robert
Lerwill, the retired chief executive officer of Aegis Group plc, as a Class II director, effective immediately.
Lerwill fills the board vacancy created
by the death of Sir Nicholas Scheele in July 2014 and will serve on the boards compensation and leadership development committee. He is one of five RAI board members designated by Brown & Williamson Holdings, Inc. (B&W), a
subsidiary of British American Tobacco p.l.c. (BAT), pursuant to the governance agreement entered into between RAI, BAT and B&W as part of the business combination undertaken in 2004 that resulted in the formation of RAI.
Lerwill served as chief executive officer of Aegis Group, a global communications, media and market research company, from 2005 to 2008, and was a
non-executive director of Aegis Group from 2000 to 2005. He also served on the board of directors of BAT from 2005 to 2013. Lerwill currently serves on the boards of directors of ITC Limited, DJI (Holdings) plc, Spire Healthcare plc and Impello plc.
We welcome Robert to the board, and we look forward to working with him as RAI continues its strategy to transform the tobacco industry, said
Thomas C. Wajnert, chairman of RAIs board of directors.
Web Disclosure
RAIs website, www.reynoldsamerican.com, is the primary source of publicly disclosed news about RAI and its operating companies. We use the
website as our primary means of distributing quarterly earnings and other company news. We encourage investors and others to register at www.reynoldsamerican.com to receive alerts when news about the company has been posted.
ABOUT US
Reynolds American Inc. (NYSE:
RAI) is the parent company of R.J. Reynolds Tobacco Company; American Snuff Company, LLC; Santa Fe Natural Tobacco Company, Inc.; Niconovum USA, Inc.; Niconovum AB; and R.J. Reynolds Vapor Company.
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R.J. Reynolds Tobacco Company is the second-largest U.S. tobacco company. R.J. Reynolds brands include three of the best-selling cigarettes in the U.S.: Newport, Camel and Pall Mall. These brands, and its other
brands, are manufactured in a variety of styles and marketed in the U.S. |
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American Snuff Company, LLC is the nations second-largest manufacturer of smokeless tobacco products. Its leading brands are Grizzly and Kodiak. |
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Santa Fe Natural Tobacco Company, Inc. manufactures and markets Natural American Spirit 100% additive-free natural tobacco products, including styles made with organic tobacco. |
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Niconovum USA, Inc. and Niconovum AB market innovative nicotine replacement therapy products in the U.S. and Sweden, respectively, under the ZONNIC brand name. |
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R.J. Reynolds Vapor Company manufactures and markets VUSE e-cigarettes, a highly differentiated vapor product. |
Copies of RAIs news releases, annual reports, SEC filings and other financial materials, including risk factors containing
forward-looking information, are available at www.reynoldsamerican.com. To learn how RAI and its operating companies are transforming the tobacco industry, go to the RAI website, Transforming Tobacco.
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