8-KMaterial AgreementsExhibits & Filings

ALTRIA GROUP, INC. 8-K Report, Material Agreement (Jan 28, 2005)

Filed January 28, 2005For Securities:MO

Summary

This 8-K filing from Altria Group, Inc. (MO) on January 28, 2005, details compensation actions taken by its Compensation Committee on January 26, 2005, and by Kraft Foods Inc.'s Compensation and Governance Committee on January 25, 2005, for executive officers. For Altria's Named Executive Officers (excluding Roger K. Deromedi), the company approved restricted stock grants vesting in three years, new base salaries effective May 1, 2005, and cash incentive awards for 2004. Additionally, formulas for determining maximum 2005 annual incentive awards were established, tied to adjusted net earnings and subject to Section 162(m) deductibility limits. The filing also provides compensation details for Roger K. Deromedi, whose compensation is overseen by Kraft Foods Inc. This includes a restricted stock grant, a base salary effective April 1, 2005, and a 2004 annual incentive award. Similar to Altria, Kraft's committee approved a formula for 2005 annual incentive awards based on Kraft's adjusted net earnings. Investors can expect further compensation details in Altria's 2005 Proxy Statement.

Key Highlights

  • 1Altria's Compensation Committee approved restricted stock grants for key executive officers (excluding R.K. Deromedi), vesting in three years.
  • 2New base salaries for Altria's Named Executive Officers, effective May 1, 2005, were approved.
  • 3Significant cash annual incentive awards for fiscal year 2004 were paid to Altria's Named Executive Officers.
  • 4Formulas for determining maximum 2005 annual incentive awards for Altria executives were established, linking them to adjusted net earnings and tax deductibility rules.
  • 5Roger K. Deromedi received compensation actions from Kraft Foods Inc.'s committee, including restricted stock, a new base salary, and a 2004 incentive award.
  • 6Kraft Foods Inc. also approved a formula for its 2005 executive incentive awards, tied to its adjusted net earnings.

Frequently Asked Questions

The main purpose of this 8-K filing is to report material definitive agreements and executive compensation actions taken by Altria Group, Inc. and Kraft Foods Inc. for their respective executive officers.

The restricted stock awards granted to Altria's Named Executive Officers vest three years from the grant date, which was January 26, 2005.

The maximum award amounts for 2005 annual incentive awards will be based on a performance incentive pool equal to 0.25% of Altria's adjusted net earnings. Individual award amounts are capped at $10.0 million and are subject to the allocation formula between the CEO and other officers.

Roger K. Deromedi's compensation is subject to approval by the Compensation and Governance Committee of Kraft Foods Inc., as he appears to be an executive with responsibilities at Kraft, which was a subsidiary of Altria at the time. Therefore, his compensation actions are reported through Kraft's committee.