Current Report Filing (8-k)

Date : 02/13/2018 @ 10:42AM
Source : Edgar (US Regulatory)
Stock : Philip Morris International (PM)
Quote : 87.51  -1.32 (-1.49%) @ 12:05AM
Philip Morris International share price Chart

Current Report Filing (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 8, 2018



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:







o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o
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
o

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.
  

o







Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Equity Awards . Named executive officers of Philip Morris International Inc. (the "Company") receive 40% of their targeted equity award in the form of restricted stock units, or RSUs, and 60% in the form of performance share units, or PSUs. Accordingly, on February 8, 2018, 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. 2017 Performance Incentive Plan to the Company's named executive officers in the amounts indicated below:
 
 
 
 
 
 
 
Name
RSUs
 
 
PSUs
 
 
 
 
 
André Calantzopoulos
44,100
 
 
66,140
 
Marc Firestone
13,630
 
 
20,440
 
Martin G. King
7,190
 
 
10,780
 
Jacek Olczak
13,010
 
 
19,520
 
Miroslaw Zielinski
12,630
 
 
18,940
 

The foregoing awards of RSUs are due to vest on February 17, 2021. 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 17, 2021 at the end of a three-year (2018-2020) 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 8, 2018, the Committee approved annual incentive compensation awards for 2017, payable in cash, to the Company's named executive officers, in the amounts indicated below:

 
 
 
 
 
Name
Annual Incentive Award

 
 
 
 
CHF

 
US$

(a)
André Calantzopoulos
3,177,420

 
3,377,883

 
Marc Firestone
1,466,260

 
1,558,766

 
Martin G. King
971,760

 
1,033,068

 
Jacek Olczak
1,400,140

 
1,488,475

 
Miroslaw Zielinski
1,358,450

 
1,444,155

 
(a)

Annual incentive compensation awards are converted to U.S. dollars using the average conversion rate on February 8, 2018 of CHF1.00 = $1.06309.

The annual incentive compensation awards were set based on a pre-established matrix formula employing six performance measures.

Base Salaries. The Committee made no changes 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 2018.

Item 9.01.
Financial Statements and Exhibits.








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 13, 2018




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