8-KLeadership ChangesCorporate ChangesExhibits & Filings

ALTRIA GROUP, INC. 8-K Report, Executive Changes (Oct 25, 2011)

Filed October 25, 2011For Securities:MO

Summary

Altria Group, Inc. filed a Form 8-K on October 25, 2011, to report a change in its Board of Directors. The company announced the election of W. Leo Kiely III as a new director, effective October 25, 2011. Mr. Kiely was determined to be an independent director under both NYSE and Altria's standards. His compensation will follow the existing program for non-employee directors. In conjunction with Mr. Kiely's appointment, Altria also amended its Amended and Restated By-Laws to increase the size of its Board of Directors from nine to ten members. This amendment, also effective October 25, 2011, allows for the expanded board composition.

Key Highlights

  • 1Appointment of W. Leo Kiely III as a new independent director to the Board of Directors.
  • 2Mr. Kiely's appointment increases the total number of directors on the Board from nine to ten.
  • 3The Board size increase was effected by amending Article II, Section 2 of Altria's Amended and Restated By-Laws.
  • 4Mr. Kiely meets both New York Stock Exchange and Altria's standards for director independence.
  • 5Compensation for Mr. Kiely's board service will be in accordance with the established non-employee director compensation program.
  • 6The report includes a press release announcing the appointment as an exhibit.
  • 7The amended By-Laws are also provided as an exhibit to the filing.

Frequently Asked Questions

Altria filed this 8-K to announce the appointment of a new director, W. Leo Kiely III, and the subsequent increase in the size of its Board of Directors.

Yes, the company stated that an affirmative determination was made that Mr. Kiely qualifies as an independent director under both the New York Stock Exchange listing standards and Altria's own standards for director independence.

The appointment of Mr. Kiely necessitated an amendment to Altria's By-Laws, increasing the size of the Board of Directors from nine to ten members.

Mr. Kiely will be compensated for his board service according to the existing compensation program established for non-employee directors, as detailed in Altria's proxy statement.