8-KLeadership ChangesExhibits & Filings

Philip Morris International Inc. 8-K Report, Executive Changes (Feb 13, 2012)

Filed February 13, 2012For Securities:PM

Summary

This 8-K filing from Philip Morris International Inc. (PM) on February 13, 2012, primarily details changes in executive compensation and the departure of a key officer. The most significant information for investors concerns the approved deferred stock grants for named executive officers, with awards vesting on February 18, 2015. Additionally, the company disclosed the 2011 annual incentive compensation awards, paid in cash, for several top executives. The filing also outlines the established formulae for determining future equity and cash incentive award amounts for 2013 and 2012, respectively, emphasizing the company's intent to align compensation with performance and maintain tax deductibility. The report also announces the resignation of Senior Vice President and General Counsel, David Bernick, effective June 30, 2012. His separation agreement includes a non-compete clause for twelve months in exchange for a substantial payment. Investors should note that Mr. Bernick will not receive a pro-rated equity award for 2012, though his previously granted deferred stock will vest as agreed. Further details on executive compensation are expected in the company's April 2012 proxy statement.

Key Highlights

  • 1David Bernick, Senior Vice President and General Counsel, to resign effective June 30, 2012.
  • 2Deferred stock awards granted to named executive officers, vesting on February 18, 2015.
  • 32011 annual incentive compensation awards (cash) for named executive officers disclosed.
  • 4Formulae approved for determining future equity awards (2013) and cash incentive awards (2012) for covered officers.
  • 5New formulae aim to preserve tax deductibility of compensation under Section 162(m) of the IRC.
  • 6David Bernick's separation agreement includes a 12-month non-compete clause and a significant payment.
  • 7Bernick will not receive a 2012 pro-rated incentive or equity award, but existing deferred stock will vest.

Frequently Asked Questions

David Bernick, Senior Vice President and General Counsel, has announced his intention to resign, with his departure effective June 30, 2012.

The Compensation and Leadership Development Committee approved the grant of deferred stock to named executive officers, which will vest on February 18, 2015. They also approved the 2011 annual incentive compensation awards, paid in cash, for these officers. Furthermore, formulae for future equity and cash incentive awards (for 2013 and 2012, respectively) were established.

Mr. Bernick's separation agreement includes a general release, confidentiality provisions, and a twelve-month non-compete agreement in exchange for a payment of CHF 1,450,007. He will not receive a pro-rated incentive or equity award for 2012, but his previously granted 147,440 shares of deferred stock will vest as per the agreement.

Philip Morris International has approved formulae for determining future equity awards (for 2013) and cash incentive awards (for 2012). These are based on performance incentive pools tied to adjusted net earnings and are designed to preserve tax deductibility under Section 162(m) of the Internal Revenue Code, with specific caps on pool percentages and individual awards.