Summary
Philip Morris International Inc. (PM) announced significant changes to its Board of Directors through an 8-K filing on September 10, 2014. The company elected three new directors: Werner Geissler, Jun Makihara, and Frederik Paulsen. Mr. Makihara and Mr. Paulsen were effective immediately, while Mr. Geissler's appointment takes effect on January 1, 2015. These appointments increase the size of the Board and bring new expertise to key committees, including Finance, Product Innovation and Regulatory Affairs, Compensation and Leadership Development, and Audit. The company also amended its By-Laws to accommodate the increased number of directors, moving from ten to twelve immediately, and then to thirteen effective January 1, 2015. Notably, Mr. Frederik Paulsen has elected not to receive compensation for his board service, prompting an amendment to the non-employee director stock compensation plan. Investors should note that all newly elected directors have been deemed independent under NYSE listing standards and relevant SEC rules.
Key Highlights
- 1Philip Morris International appointed three new directors: Werner Geissler, Jun Makihara, and Frederik Paulsen.
- 2Jun Makihara and Frederik Paulsen were effective immediately as directors.
- 3Werner Geissler's appointment as a director is effective January 1, 2015.
- 4The Board of Directors size was increased to accommodate the new members, from 10 to 12, and then to 13 effective January 1, 2015.
- 5The new directors have been appointed to various key Board committees, including Finance, Product Innovation and Regulatory Affairs, Compensation and Leadership Development, and Audit.
- 6All new directors have been determined to be independent under NYSE listing standards.
- 7Frederik Paulsen has opted out of compensation for his board service, with related plan amendments filed.