8-KShareholder MattersCorporate ChangesExhibits & Filings

Philip Morris International Inc. 8-K Report, Bylaw Amendment (May 13, 2010)

Filed May 13, 2010For Securities:PM

Summary

Philip Morris International Inc. (PM) filed an 8-K on May 13, 2010, detailing key corporate governance and shareholder matters. The most significant event reported is the outcome of their Annual Meeting of Stockholders held on May 12, 2010. Shareholders elected ten directors to the Board, including the addition of Jennifer Li, which necessitated an amendment to the company's bylaws to increase the Board's size from nine to ten members. Additionally, the filing confirms the ratification of PricewaterhouseCoopers SA as the independent auditors for the company. The report also provides detailed voting results for several shareholder proposals, all of which were defeated, including proposals related to food insecurity and tobacco use, and the creation of human rights protocols for the company and its suppliers. Overall, the filing indicates routine corporate governance activities and shareholder votes.

Key Highlights

  • 1Jennifer Li was elected to the Board of Directors, increasing its size to ten members.
  • 2The company's Amended and Restated By-Laws were amended to reflect the increased Board size.
  • 3All ten nominated directors, including Jennifer Li, were duly elected by shareholders.
  • 4PricewaterhouseCoopers SA was ratified as the company's independent auditors.
  • 5Shareholder Proposal 1, concerning food insecurity and tobacco use, was defeated.
  • 6Shareholder Proposal 2, regarding human rights protocols, was also defeated.
  • 7A substantial majority of outstanding shares (84.01%) were represented at the Annual Meeting.

Frequently Asked Questions

Jennifer Li was elected to the Board of Directors of Philip Morris International Inc. Her election led to an amendment of the company's bylaws to increase the size of the Board from nine to ten directors. Further details on her nomination and qualifications can be found in the company's Proxy Statement filed on April 1, 2010.

Two shareholder proposals were voted on: Proposal 1 focused on food insecurity and tobacco use, and Proposal 2 aimed to create human rights protocols for the company and its suppliers. Both proposals were defeated by a significant margin, indicating that the majority of voting shareholders did not support their adoption.

Yes, the selection of PricewaterhouseCoopers SA as the independent auditors was ratified by the shareholders, indicating continued confidence in their auditing services.

The Annual Meeting of Stockholders saw a strong turnout, with 1,567,027,418 shares of Common Stock represented, which constituted 84.01% of the outstanding shares on the record date (March 16, 2010). This high level of participation suggests significant shareholder engagement.