8-KLeadership ChangesExhibits & Filings

Philip Morris International Inc. 8-K Report, Executive Changes (Feb 12, 2019)

Filed February 12, 2019For Securities:PM

Summary

Philip Morris International Inc. (PM) filed an 8-K on February 11, 2019, detailing executive compensation decisions made on February 7, 2019. The Compensation and Leadership Development Committee approved equity awards, comprising restricted stock units (RSUs) and performance share units (PSUs), for named executive officers. These awards are set to vest on February 16, 2022, with PSUs subject to the achievement of pre-established performance goals over a three-year cycle. Additionally, the report discloses the 2018 annual incentive compensation awards, paid in cash, which were determined based on a matrix of six performance measures. The company also noted that base salaries remain unchanged for most named executive officers, with an exception for Mr. Olczak, whose base salary will increase effective April 1, 2019.

Key Highlights

  • 1Grant of Restricted Stock Units (RSUs) and Performance Share Units (PSUs) to named executive officers on February 7, 2019.
  • 2Both RSUs and PSUs are scheduled to vest on February 16, 2022.
  • 3PSU vesting is contingent upon achieving pre-established performance goals for the 2019-2021 performance cycle.
  • 4Disclosure of 2018 annual incentive compensation awards, paid in cash, based on six performance measures.
  • 5Named executive officers receive 40% of their targeted equity award in RSUs and 60% in PSUs.
  • 6No changes to base salaries for most named executive officers, except for an increase for Jacek Olczak effective April 1, 2019.
  • 7The company will provide further executive compensation details in its March 2019 proxy statement.

Frequently Asked Questions

This 8-K filing primarily serves to disclose important decisions regarding executive compensation, specifically the approval of equity awards (RSUs and PSUs) and annual incentive cash awards for Philip Morris International's named executive officers, made on February 7, 2019.

Both the RSUs and PSUs granted on February 7, 2019, are set to vest on February 16, 2022. While RSUs vest outright, the PSUs are contingent upon the achievement of pre-established performance goals over a three-year cycle (2019-2021).

The Committee made no changes to the base salaries of most named executive officers. However, Mr. Jacek Olczak's base salary was increased from approximately CHF 1,020,006 to CHF 1,200,000, effective April 1, 2019.

Philip Morris International stated that additional information regarding the compensation of its named executive officers will be provided in the Company's proxy statement for its Annual Meeting of Shareholders, which is expected to be issued in March 2019.