8-KLeadership ChangesExhibits & Filings

Philip Morris International Inc. 8-K Report, Executive Changes (Feb 10, 2009)

Filed February 10, 2009For Securities:PM

Summary

This Form 8-K filing by Philip Morris International Inc. (PM) on February 10, 2009, primarily details executive compensation decisions made by the Compensation and Leadership Development Committee on February 4, 2009. The report outlines grants of restricted and deferred stock, annual cash incentive awards for 2008, and approved base salaries effective April 1, 2009, for key executive officers. These compensation adjustments are tied to the company's performance metrics, specifically 'adjusted net earnings,' and are designed to align executive interests with shareholder value creation. Notably, the filing specifies the share amounts for restricted/deferred stock, the cash amounts for 2008 annual incentives, and the new base salaries for executives including Andre Calantzopoulos and Louis C. Camilleri. It also provides clarity on the formulas for future incentive and stock awards for 2009 and 2010, emphasizing the company's intention to qualify these awards for tax deductibility under Section 162(m) of the Internal Revenue Code. Investors can find more detailed compensation information in the upcoming proxy statement.

Key Highlights

  • 1Philip Morris International Inc. (PM) announced executive compensation actions including restricted/deferred stock grants, 2008 annual incentive awards, and future base salary adjustments.
  • 2Key executive officers, including Andre Calantzopoulos and Louis C. Camilleri, received grants of restricted or deferred stock under the 2008 Performance Incentive Plan.
  • 32008 annual incentive awards, payable in cash, were approved for executive officers, with amounts determined based on a performance incentive pool tied to adjusted net earnings.
  • 4New base salaries for several executive officers are effective April 1, 2009, with Louis C. Camilleri's base salary remaining unchanged.
  • 5The company detailed the formulas for determining maximum award amounts for 2010 restricted and deferred stock awards, aiming for tax deductibility.
  • 6Formulas for determining maximum award amounts for 2009 annual incentive awards were also approved, with a focus on tax deductibility.
  • 7The filing references exhibits containing the forms of restricted and deferred stock agreements.

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