Form 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): May 19, 2011

 

 

ALTRIA GROUP, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Virginia   1-8940   13-3260245

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

6601 West Broad Street, Richmond, Virginia   23230
(Address of principal executive offices)   (Zip Code)

Registrant’s 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:

 

¨ 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))

 

 

 


Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 19, 2011, Altria Group, Inc. (the “Company”) held its Annual Meeting of Shareholders (“Annual Meeting”). There were 1,751,123,946 shares of common stock of the Company, constituting 83.65% of outstanding shares on March 28, 2011, the record date, represented in person or by proxy at the meeting. The matters voted upon at the Annual Meeting and the final results of such voting are set forth below:

Proposal 1: To elect nine* directors of the Company.

 

Name

 

For

 

Against

 

Abstain

 

Broker Non-Vote

Elizabeth E. Bailey

 

1,200,813,066

    86,511,045   3,544,292   460,255,490

Gerald L. Baliles

 

1,153,122,527

  133,801,706   3,944,171   460,255,490

John T. Casteen III

 

1,130,289,426

  156,765,035   3,603,943   460,255,490

Dinyar S. Devitre

 

1,268,245,212

    18,994,576   3,628,567   460,255,490

Thomas F. Farrell II

 

1,210,921,780

    76,414,420   3,526,956   460,255,490

Thomas W. Jones

 

1,209,314,533

    78,121,546   3,432,246   460,255,490

George Muñoz

 

1,276,940,142

    10,268,163   3,657,838   460,255,490

Nabil Y. Sakkab

 

1,229,947,397

    56,669,559   4,249,097   460,255,490

Michael E. Szymanczyk

 

1,256,851,961

    29,843,800   4,172,594   460,255,490

All director nominees were duly elected.

 

* As previously reported, in connection with Mr. Huntley’s decision not to stand for re-election to the Board of Directors of the Company (the “Board”), the Board amended Article II, Section 2 of the Amended and Restated By-Laws, filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed February 25, 2011, in order to decrease the size of the Board from ten (10) to nine (9) directors, effective May 19, 2011.

Proposal 2: Ratification of the selection of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2011.

 

For

 

Against

 

Abstain

1,713,655,706   32,790,715   4,677,426
   

The selection of Independent Registered Public Accounting Firm was ratified.

Proposal 3: Advisory vote on the compensation of the Company’s named executive officers.

 

For

 

Against

 

Abstain

 

Broker Non-Vote

1,196,060,628   86,795,720   8,001,906   460,255,490
     

The proposal was approved on an advisory basis.


Proposal 4: Advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers.

 

1 Year

 

2 Years

 

3 Years

 

Abstain

 

Broker Non-Vote

807,125,216

  26,782,938   320,254,330   136,703,281   460,255,490

The shareholders voted, on an advisory basis, on the frequency of future advisory votes on the compensation of the Company’s named executive officers as set forth in the table above.

Proposal 5: Shareholder Proposal - Address Concerns Regarding Tobacco Flavoring.

 

For

 

Against

 

Abstain

 

Broker Non-Vote

29,582,433

  1,162,156,993   99,126,520   460,255,490

The proposal was defeated.

 

Item 7.01. Regulation FD Disclosure.

In connection with the Annual Meeting and the Board meeting on May 19, 2011, the Company issued a press release on May 19, 2011, in which the Company, among other things, announced that in connection with Mr. Huntley’s retirement the Board has appointed Mr. Thomas F. Farrell II to serve as Presiding Director. As previously reported, the Board has affirmatively determined that Mr. Farrell is independent within the meaning of the listing standards of the New York Stock Exchange.

In addition, the Company reaffirmed earnings guidance for 2011 in the press release.

A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including the exhibits hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Current Report shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

    99.1    Altria  Group, Inc. Press Release dated May 19, 2011 (furnished pursuant to Item 7.01)


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.

 

ALTRIA GROUP, INC.
By:  

/s/ W. HILDEBRANDT SURGNER, JR.

Name:   W. Hildebrandt Surgner, Jr.
Title:   Corporate Secretary and
  Senior Assistant General Counsel

DATE: May 19, 2011


EXHIBIT INDEX

 

Exhibit No.

  

Description

99.1

   Altria Group, Inc. Press Release dated May 19, 2011 (furnished pursuant to Item 7.01)