8-KLeadership ChangesCorporate ChangesExhibits & Filings

ALTRIA GROUP, INC. 8-K Report, Executive Changes (Feb 22, 2010)

Filed February 22, 2010For Securities:MO

Summary

This 8-K filing from Altria Group, Inc. (MO) on February 22, 2010, announces a key change in its Board of Directors. Mr. John T. Casteen III has been appointed to the Board, increasing its size from nine to ten directors. The company states that Mr. Casteen meets the independence standards set by both the New York Stock Exchange and Altria itself. His appointment, however, comes with disclosures regarding existing transactions between Altria and the University of Virginia, where Mr. Casteen has served as President and where his daughter-in-law is employed. Investors should note the details of these transactions, which include charitable contributions and ordinary course trade payments, all of which are stated to be less than 2% of the University's consolidated gross revenues. Mr. Casteen's compensation for his board service will follow the standard program for non-employee directors. The amendment to the company's By-Laws to accommodate the larger board is also a key takeaway from this filing.

Key Highlights

  • 1Altria Group, Inc. appointed Mr. John T. Casteen III to its Board of Directors on February 22, 2010.
  • 2The appointment increases the size of the Board of Directors from nine to ten members.
  • 3Mr. Casteen has been determined to be an independent director under NYSE and Altria's standards.
  • 4Disclosure of existing transactions between Altria and the University of Virginia, where Mr. Casteen is President, is provided.
  • 5Transactions include charitable contributions and ordinary course trade payments, representing less than 2% of UVA's gross revenues.
  • 6Mr. Casteen is slated to retire from his UVA role in August 2010.
  • 7Mr. Casteen will receive compensation for his board service according to the existing non-employee director program.

Frequently Asked Questions

Mr. John T. Casteen III was appointed to Altria's Board of Directors on February 22, 2010.

Yes, the Board of Directors amended its By-Laws to increase its size from nine to ten directors, effective immediately upon Mr. Casteen's appointment.

The filing discloses that Altria has engaged in transactions with the University of Virginia, where Mr. Casteen serves as President. His daughter-in-law is also employed by UVA. The company asserts that these transactions are ordinary course and represent a small portion of UVA's revenue, and that Mr. Casteen meets independence standards.

Mr. Casteen will be compensated in accordance with Altria's existing compensation program for non-employee directors, as detailed in the company's April 9, 2009, proxy statement.