8-KLeadership ChangesCorporate ChangesExhibits & Filings

ALTRIA GROUP, INC. 8-K Report, Executive Changes (Feb 29, 2012)

Filed February 29, 2012For Securities:MO

Summary

This 8-K filing by Altria Group, Inc. (MO) on February 29, 2012, primarily announces a change in the composition of its Board of Directors and related bylaw amendments. The most significant event for investors is the appointment of Kathryn B. McQuade as an independent director to the Board. This appointment temporarily increases the Board size to twelve members. Furthermore, the filing details amendments to the company's bylaws to accommodate this appointment and the upcoming retirement of CEO Michael E. Szymanczyk. The Board size will revert to eleven directors following Mr. Szymanczyk's departure at the 2012 Annual Meeting of Shareholders. Investors should note the compensation structure for non-employee directors, which includes an increase in the annual stock award value, and the governance implications of these board changes.

Key Highlights

  • 1Appointment of Kathryn B. McQuade as an independent director to the Board of Directors, effective February 29, 2012.
  • 2Temporary increase in the Board of Directors' size from eleven to twelve members.
  • 3Amendment of bylaws to reflect the increase in board size due to Ms. McQuade's appointment.
  • 4Anticipation of CEO Michael E. Szymanczyk's retirement at the 2012 Annual Meeting of Shareholders.
  • 5Amendment of bylaws to decrease the Board size back to eleven directors, effective upon Mr. Szymanczyk's retirement.
  • 6Increase in the aggregate fair market value of the annual stock award for non-employee directors from $150,000 to $160,000, effective after the 2012 Annual Meeting.

Frequently Asked Questions

Kathryn B. McQuade has been elected as an independent director to Altria Group's Board of Directors. Her appointment aims to strengthen the board's composition and expertise. She has been determined to meet both New York Stock Exchange and Altria's standards for director independence.

Ms. McQuade's appointment temporarily increases the size of Altria's Board of Directors from eleven to twelve members, effective February 29, 2012. This increase is a procedural step to accommodate her addition before the planned reduction following the CEO's retirement.

The Board size is set to decrease from twelve back to eleven directors upon the conclusion of Altria's 2012 Annual Meeting of Shareholders, which is scheduled for May 17, 2012. This reduction is linked to the retirement of CEO Michael E. Szymanczyk, who will not stand for re-election.

Effective immediately after the 2012 Annual Meeting of Shareholders, the Stock Compensation Plan for Non-Employee Directors has been amended. The aggregate fair market value of the annual award of Altria common stock to non-employee directors will increase from $150,000 to $160,000.