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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): August 16, 2021



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))




Securities registered pursuant to Section 12(b) of the Act:

Title of each class                     Trading Symbol(s) Name of each exchange on which registered
Common Stock, no par value PM New York Stock Exchange
2.900% Notes due 2021 PM21A New York Stock Exchange
2.625% Notes due 2022 PM22A New York Stock Exchange
2.375% Notes due 2022 PM22B New York Stock Exchange
2.500% Notes due 2022 PM22 New York Stock Exchange
2.500% Notes due 2022 PM22C New York Stock Exchange
2.625% Notes due 2023 PM23 New York Stock Exchange
2.125% Notes due 2023 PM23B New York Stock Exchange
3.600% Notes due 2023 PM23A New York Stock Exchange



Title of each class                     Trading Symbol(s) Name of each exchange on which registered
2.875% Notes due 2024 PM24 New York Stock Exchange
2.875% Notes due 2024 PM24C New York Stock Exchange
0.625% Notes due 2024 PM24B New York Stock Exchange
3.250% Notes due 2024 PM24A New York Stock Exchange
2.750% Notes due 2025 PM25 New York Stock Exchange
3.375% Notes due 2025 PM25A New York Stock Exchange
2.750% Notes due 2026 PM26A New York Stock Exchange
2.875% Notes due 2026 PM26 New York Stock Exchange
0.125% Notes due 2026 PM26B New York Stock Exchange
3.125% Notes due 2027 PM27 New York Stock Exchange
3.125% Notes due 2028 PM28 New York Stock Exchange
2.875% Notes due 2029 PM29 New York Stock Exchange
3.375% Notes due 2029 PM29A New York Stock Exchange
0.800% Notes due 2031 PM31 New York Stock Exchange
3.125% Notes due 2033 PM33 New York Stock Exchange
2.000% Notes due 2036 PM36 New York Stock Exchange
1.875% Notes due 2037 PM37A New York Stock Exchange
6.375% Notes due 2038 PM38 New York Stock Exchange
1.450% Notes due 2039 PM39 New York Stock Exchange
4.375% Notes due 2041 PM41 New York Stock Exchange
4.500% Notes due 2042 PM42 New York Stock Exchange
3.875% Notes due 2042 PM42A New York Stock Exchange
4.125% Notes due 2043 PM43 New York Stock Exchange
4.875% Notes due 2043 PM43A New York Stock Exchange
4.250% Notes due 2044 PM44 New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
                                                
         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.

On June 16, 2021, Philip Morris International Inc. (the “Company”) disclosed that effective August 31, 2021, Martin G. King, who has served in many roles at the Company, but most recently as CEO, PMI America, will retire from the Company. As such, in connection with Mr. King's retirement, on August 16, 2021, he and Philip Morris Services S.A., a subsidiary of the Company, entered into a Separation Agreement and Release (the “Separation Agreement”), with the following key terms, which key terms were set forth in his Employment Agreement with Philip Morris Services S.A., effective June 1, 2020, and previously disclosed by the Company:

Mr. King will receive a severance payment of CHF 1,267,506 (or $1,387,374)1, which was determined based on his years of service;

Mr. King’s 2021 incentive compensation award will be based on actual Company business rating and the assessment of his individual performance, pro-rated through August 31, 2021, and paid at the end of February 2022;

Mr. King’s restricted share units will vest fully, and his performance share units will vest as scheduled and certified by the Compensation and Leadership Development Committee of the Board of Directors of the Company; and

Mr. King will receive a cash payment of CHF 1,267,506 (or $1,387,374)1 subject to compliance with a 24-month non-compete obligation.

The Separation Agreement also includes a release of claims, confidentiality and other provisions customary for an agreement of this type. Pursuant to applicable law, Mr. King has a period of seven calendar days to revoke the Separation Agreement. Any revocation of the Separation Agreement, however, shall not affect the finality of Mr. King’s last date of employment with the Company on August 31, 2021.

The foregoing summary of the Separation Agreement is qualified in its entirety by reference to the Separation Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
_______

1 Using the conversion rate on August 16, 2021 of CHF 1.00 = USD 1.09457.

Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits.



104
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document and contained in Exhibit 101).





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/ DARLENE QUASHIE HENRY
Name: Darlene Quashie Henry
Title: Vice President, Associate General Counsel & Corporate Secretary
Date: August 20, 2021



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