Altria Group 8-K 2012
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 29, 2012
ALTRIA GROUP, INC.
(Exact name of registrant as specified in its charter)
Registrants 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:
Appointment of Directors
On February 29, 2012, the Board of Directors of Altria Group, Inc. (Altria) elected Kathryn B. McQuade to the Board of Directors (the Board). Ms. McQuade is not being named to any committee of the Board at this time.
The Board made an affirmative determination that Ms. McQuade qualifies as an independent director under the New York Stock Exchange listing standards and Altrias standards for director independence.
Ms. McQuade will be compensated for her service on Altrias Board pursuant to the existing compensation program for non-employee directors described in detail in Altrias proxy statement dated April 8, 2011 for Altrias 2011 Annual Meeting of Shareholders. Effective February 29, 2012, Altrias Stock Compensation Plan for Non-Employee Directors (the Plan) was amended to increase the aggregate fair market value of the annual award of Altria common stock to non-employee directors from $150,000 to $160,000, beginning immediately after Altrias 2012 Annual Meeting of Shareholders. The Plan is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference to this Item 5.02.
A copy of the press release issued by Altria announcing the appointment of Ms. McQuade is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference to this Item 5.02.
The information on the respective websites of Altria and its subsidiaries is not, and shall not be deemed to be, a part of this report or incorporated into any other filings Altria makes with the Securities and Exchange Commission.
In connection with the appointment of Ms. McQuade, on February 29, 2012, the Board of Directors of Altria Group, Inc. (Altria) (the Board) amended Article II, Section 2 of Altrias Amended and Restated By-Laws, in order to increase the size of the Board from eleven (11) to twelve (12) directors, such amendment to become effective on February 29, 2012. Altrias Amended and Restated By-Laws reflecting this revision are attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference to this Item 5.03.
As previously reported in Altrias Current Report on Form 8-K dated January 27, 2012 (Item 5.02), Michael E. Szymanczyk informed Altrias Board of his intention to retire as Altrias chairman and chief executive officer upon the conclusion of Altrias 2012 Annual Meeting of Shareholders on May 17, 2012 (the 2012 Annual Meeting). Mr. Szymanczyk also announced that he will not stand for re-election to the Board at the 2012 Annual Meeting.
In connection with Mr. Szymanczyks impending retirement, Altrias Board amended Article II, Section 2 of Altrias Amended and Restated By-Laws on February 29, 2012, in order to decrease the size of the Board from twelve (12) to eleven (11) directors, such amendment to become
effective upon the conclusion of the 2012 Annual Meeting. The Amended and Restated By-Laws reflecting this revision are attached as Exhibit 3.2 to this Current Report on Form 8-K and incorporated by reference to this Item 5.03.
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.
DATE: February 29, 2012
INDEX TO EXHIBITS