8-KLeadership ChangesExhibits & Filings

Philip Morris International Inc. 8-K Report, Executive Changes (Feb 11, 2020)

Filed February 11, 2020For Securities:PM

Summary

Philip Morris International Inc. (PM) filed an 8-K on February 10, 2020, disclosing details regarding executive compensation. The Compensation and Leadership Development Committee approved equity awards and annual incentive compensation for the company's named executive officers for the performance year 2019. These disclosures are primarily related to Item 5.02 of the filing, concerning departures, elections, appointments, and compensatory arrangements of officers. The equity awards consist of both Restricted Stock Units (RSUs) and Performance Share Units (PSUs), with RSUs vesting on February 15, 2023, and PSUs vesting on the same date contingent upon achieving pre-established performance goals for the 2020-2022 performance cycle. Additionally, the filing outlines the cash-based annual incentive compensation for 2019, determined by a matrix formula with six performance measures. No changes were made to executive base salaries, with the exception of a modest increase for CEO André Calantzopoulos effective April 1, 2020.

Key Highlights

  • 1The Compensation Committee approved equity awards (RSUs and PSUs) for named executive officers on February 6, 2020.
  • 2RSUs are set to vest on February 15, 2023.
  • 3PSUs are subject to vesting on February 15, 2023, contingent on achieving performance goals for the 2020-2022 cycle.
  • 4Annual incentive compensation awards for 2019, payable in cash, were approved for named executive officers.
  • 5The 2019 annual incentive awards were determined using a pre-established matrix formula based on six performance measures.
  • 6Base salaries for most named executive officers remained unchanged.
  • 7André Calantzopoulos's base salary was increased from CHF 1,513,057 to CHF 1,570,010 effective April 1, 2020.

Frequently Asked Questions

This 8-K filing primarily serves to disclose details about the compensation awarded to Philip Morris International's named executive officers, specifically their equity awards (RSUs and PSUs) and their 2019 annual incentive compensation.

The Restricted Stock Units (RSUs) are scheduled to vest on February 15, 2023. The Performance Share Units (PSUs) will also vest on February 15, 2023, but only if the pre-established performance goals for the three-year performance cycle (2020-2022) are met.

For most named executive officers, base salaries remained unchanged. However, André Calantzopoulos's base salary was increased effective April 1, 2020.

The annual incentive compensation for 2019 was determined based on a pre-established matrix formula that incorporated six different performance measures. The awards were paid in cash.