Summary
Philip Morris International Inc. (PM) filed an 8-K on December 6, 2011, primarily to announce the appointment of Ms. Kalpana Morparia to its Board of Directors. Ms. Morparia's addition brings the total number of directors to twelve and she has been appointed to key committees including Finance, Nominating and Corporate Governance, and Product Innovation and Regulatory Affairs. The company has confirmed Ms. Morparia meets independence standards required by the NYSE and its own governance guidelines. This filing also details a consequential amendment to the company's bylaws to accommodate the increased board size. Investors should note that Ms. Morparia will be compensated according to existing non-employee director compensation programs, as previously outlined in the company's April 1, 2011 proxy statement. The filing includes the press release announcing this appointment as an exhibit, providing further context on this governance update.
Key Highlights
- 1Appointment of Ms. Kalpana Morparia to the Board of Directors, effective December 6, 2011.
- 2Ms. Morparia has been appointed to the Finance, Nominating and Corporate Governance, and Product Innovation and Regulatory Affairs Committees.
- 3The Board of Directors size increased from eleven to twelve directors.
- 4The company's Amended and Restated By-Laws were amended to reflect the increase in board size.
- 5Ms. Morparia has been deemed an independent director by the Board.
- 6Compensation for Ms. Morparia will follow existing non-employee director compensation plans.
- 7The filing includes a press release detailing the appointment as Exhibit 99.1.