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): September 13, 2023
Philip Morris International Inc.
(Exact name of registrant as specified in its charter)
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| Virginia | | 1-33708 | | 13-3435103 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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| 677 Washington Blvd, Ste. 1100 | Stamford | Connecticut | | | 06901 |
| (Address of principal executive offices) | | | (Zip Code) |
Registrant's telephone number, including area code: (203) 905-2410
(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)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, no par value | | PM | | New York Stock Exchange |
| 3.600% Notes due 2023 | | PM23A | | New York Stock Exchange |
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| 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 |
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| 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). | |
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| 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. | ☐ |
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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. |
Election of Directors
On September 13, 2023, Ms. Victoria Harker (age 59) was appointed to serve on the Board of Directors (the “Board”) of Philip Morris International Inc. (the “Company”), effective January 1, 2024. She was also appointed to serve as a member of the Audit and Risk Committee of the Board, effective January 1, 2024.
The Board has determined that Ms. Harker qualifies as an independent director under New York Stock Exchange listing standards. There are no family relationships between Ms. Harker and any director or executive officer of the Company or any related party transactions involving Ms. Harker and the Company. There is no arrangement or understanding between Ms. Harker and any other person pursuant to which she was selected as a director.
Ms. Harker will be compensated for her service to the Board pursuant to the Company’s existing non-employee director compensation programs. These non-employee director compensation programs currently include an annual cash retainer and equity award and are described in detail in the Company’s proxy statement for its 2023 annual meeting of shareholders filed with the U.S. Securities and Exchange Commission on March 23, 2023.
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| Item 7.01. | Regulation FD Disclosure. |
On September 18, 2023, the Company issued a press release announcing the appointment of Ms. Harker to the Board, which press release is attached as Exhibit 99.1 to this Item 7.01 of this Current Report on Form 8-K and incorporated by reference herein.
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| Item 9.01. | Financial Statements and Exhibits. |
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| 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.
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| PHILIP MORRIS INTERNATIONAL INC. |
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| By: | | /s/ DARLENE QUASHIE HENRY |
| Name: | | Darlene Quashie Henry |
| Title: | | Vice President, Associate General Counsel & Corporate Secretary
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Date: September 18, 2023
