8-KLeadership ChangesShareholder MattersRegulation FD+1

ALTRIA GROUP, INC. 8-K Report, Executive Changes (May 17, 2012)

Filed May 17, 2012For Securities:MO

Summary

This 8-K filing from Altria Group, Inc. (MO) on May 17, 2012, primarily details changes in executive leadership and the outcomes of its Annual Shareholder Meeting. The most significant event is the official transition of Martin J. Barrington to Chairman and Chief Executive Officer, effective after the Annual Meeting. His compensation package, including a base salary, restricted stock grant, and incentive targets, is outlined, along with specific perquisites such as company aircraft usage and home security, which are deemed necessary for security and personal safety. The filing also reports on the shareholder votes from the Annual Meeting, confirming the election of eleven directors and the ratification of PricewaterhouseCoopers LLP as the independent auditor. Additionally, shareholders voted on executive compensation advisory proposals, with the compensation package for named executive officers receiving advisory approval. The retirement of former CEO Michael E. Szymanczyk is also noted, along with the termination of his time-sharing agreement with a subsidiary. The company also reaffirmed its 2012 earnings guidance in a press release issued concurrently.

Key Highlights

  • 1Martin J. Barrington officially assumed the roles of Chairman and CEO following the Annual Meeting of Shareholders.
  • 2Mr. Barrington's compensation includes a base salary of $1,150,000, a 150,000 share restricted stock grant vesting over five years, and target annual and long-term incentives.
  • 3Specific perquisites for the CEO include mandatory use of company aircraft for all travel (with a personal use allowance) and home security upgrades.
  • 4All eleven nominated directors were duly elected by shareholders.
  • 5PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for fiscal year 2012.
  • 6Shareholders provided advisory approval for the compensation of the company's named executive officers.
  • 7The company reaffirmed its 2012 earnings guidance in a press release.
  • 8Michael E. Szymanczyk retired as CEO, and his time-sharing agreement with a subsidiary was terminated.

Frequently Asked Questions

The most significant leadership change is the official appointment of Martin J. Barrington as Chairman and Chief Executive Officer, effective after the Annual Meeting of Shareholders on May 17, 2012. This follows a previous reporting of his election to these roles. Additionally, Michael E. Szymanczyk retired as CEO.

Mr. Barrington's compensation includes an annual base salary of $1,150,000. He also received a special grant of 150,000 shares of restricted stock that will vest over five years. His target for annual incentives is 150% of base salary, and for long-term incentives, it's 250% of his base salary averaged over a three-year performance cycle. He will also receive benefits and perquisites consistent with other senior executives, including mandatory use of company aircraft for travel and home security provisions.

Shareholders elected all eleven nominated directors, ratified PricewaterhouseCoopers LLP as the independent auditor for 2012, and provided advisory approval for the compensation of the company's named executive officers. A shareholder proposal regarding lobbying policies was defeated.

Yes, in a press release issued concurrently with this 8-K filing, Altria Group, Inc. reaffirmed its earnings guidance for the fiscal year 2012.