Summary
Philip Morris International Inc. (PM) filed an 8-K on May 10, 2012, primarily reporting on a significant executive change and the outcomes of its Annual Stockholders' Meeting. The most impactful news for investors is the early retirement of Chief Financial Officer Hermann Waldemer, effective July 31, 2012, to be succeeded by Jacek Olczak. Mr. Waldemer's departure was for personal reasons and includes a separation agreement with a pro-rated incentive compensation payout, a lump sum payment of approximately $1.47 million, and a non-compete clause through May 2014. Previously granted deferred stock will vest as per the agreement. Additionally, the 8-K details the results of the Annual Meeting held on May 9, 2012. All director nominees were re-elected with strong support. Shareholders also ratified the appointment of PricewaterhouseCoopers SA as independent auditors and approved, on an advisory basis, the executive compensation. A key outcome was the approval of the 2012 Performance Incentive Plan. However, two stockholder proposals, one for an independent Board Chair and another for an independent Ethics Committee, were overwhelmingly defeated, indicating shareholder alignment with current board governance.
Key Highlights
- 1CFO Hermann Waldemer announced early retirement effective July 31, 2012, for personal reasons.
- 2Jacek Olczak, currently President of the European Union Region, will succeed Mr. Waldemer as CFO.
- 3Mr. Waldemer will receive a separation package including pro-rated incentives, a lump sum payment of approximately $1.47 million, and a non-compete agreement until May 2014.
- 4All incumbent directors were re-elected at the Annual Stockholders' Meeting.
- 5Shareholders ratified the appointment of PricewaterhouseCoopers SA as independent auditors.
- 6The company's 2012 Performance Incentive Plan was approved by shareholders.
- 7Two significant stockholder proposals (Independent Board Chair and Independent Ethics Committee) were defeated by a substantial margin.