Summary
Altria Group, Inc. (MO) filed an 8-K report on February 26, 2013, announcing a change in its Board of Directors and related by-law amendments. The most significant event for investors is the election of Debra J. Kelly-Ennis as a new independent director. This appointment temporarily increases the board size to twelve directors. Additionally, the filing addresses the upcoming retirement of Dr. Elizabeth E. Bailey, who will not seek re-election at the 2013 Annual Meeting. This retirement will result in the board size returning to eleven directors effective after the annual meeting. Investors should note these changes reflect the company's ongoing governance and succession planning.
Key Highlights
- 1Debra J. Kelly-Ennis was elected to Altria's Board of Directors as an independent director.
- 2The election of Ms. Kelly-Ennis temporarily increased the size of the Board from eleven to twelve directors, effective February 26, 2013.
- 3Dr. Elizabeth E. Bailey will retire from the Board and will not stand for re-election at the 2013 Annual Meeting.
- 4The company amended its By-Laws to reflect the temporary increase and subsequent decrease in Board size.
- 5Ms. Kelly-Ennis will be compensated under the existing program for non-employee directors.
- 6The 2013 Annual Meeting of Shareholders is anticipated to be held on May 16, 2013.
Frequently Asked Questions
Debra J. Kelly-Ennis has been elected as a new independent director to Altria's Board of Directors. She is not currently assigned to any board committees.
The Board size temporarily increased from eleven to twelve directors upon Ms. Kelly-Ennis's election. This increase is temporary as Dr. Elizabeth E. Bailey is retiring, which will cause the Board size to return to eleven directors effective after the 2013 Annual Meeting of Shareholders.
Ms. Kelly-Ennis will receive compensation in accordance with Altria's existing compensation program for its non-employee directors, as detailed in the company's April 5, 2012 proxy statement.
Dr. Elizabeth E. Bailey's decision not to stand for re-election at the 2013 Annual Meeting signifies a transition in board composition. Her retirement will lead to a reduction in the board size back to eleven members following the meeting.