8-KShareholder MattersCorporate ChangesExhibits & Filings

ALTRIA GROUP, INC. 8-K Report, Bylaw Amendment (May 24, 2021)

Filed May 24, 2021For Securities:MO

Summary

Altria Group, Inc. (MO) filed an 8-K on May 23, 2021, detailing the outcomes of its 2021 Annual Meeting of Shareholders and a minor amendment to its bylaws. The company's Board of Directors appointed Kathryn B. McQuade as Chair of the Board, leading to an amendment of the bylaws to change gendered language from "chairman" to "chair." This change became effective immediately. The annual meeting saw strong shareholder turnout, with over 82% of outstanding shares represented. All eleven director nominees were duly elected, and the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2021 was ratified by a significant majority. Furthermore, shareholders voted on advisory proposals concerning executive compensation and several shareholder-initiated proposals. The advisory vote to approve executive compensation passed, indicating shareholder support for the company's compensation practices. However, two shareholder proposals, one requesting a review of underage tobacco prevention policies and marketing practices, and another seeking disclosure of lobbying policies and practices, were not approved by the majority of shareholders.

Key Highlights

  • 1Kathryn B. McQuade has been appointed Chair of the Board, with related amendments to the company's bylaws to reflect this change in terminology.
  • 2Altria held its 2021 Annual Meeting of Shareholders with strong participation, as 82.75% of outstanding shares were represented.
  • 3All eleven director nominees presented at the meeting were successfully elected.
  • 4PricewaterhouseCoopers LLP was ratified as Altria's independent registered public accounting firm for the fiscal year ending December 31, 2021.
  • 5Shareholders provided advisory approval for the compensation of Altria's Named Executive Officers.
  • 6Two shareholder proposals regarding underage tobacco prevention policies and lobbying disclosures were defeated.

Frequently Asked Questions

The primary governance change was the appointment of Kathryn B. McQuade as Chair of the Board. This led to an amendment of Altria's Amended and Restated By-Laws to change the title from "chairman" to "chair" to reflect this appointment and align with modern terminology.

Key outcomes include the election of all eleven director nominees, the ratification of PricewaterhouseCoopers LLP as the independent auditor for 2021, and advisory approval of executive compensation. Shareholder proposals concerning underage tobacco prevention and lobbying disclosures were not approved.

Shareholder participation was robust, with 1,532,775,474 shares of common stock represented in person or by proxy, which constitutes 82.75% of the outstanding shares as of the record date of March 29, 2021.