Form 8-K REYNOLDS AMERICAN INC For: Sep 15

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) September 15, 2016

 

 

Reynolds American Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

North Carolina		1-32258		20-0546644
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

401 North Main Street,

Winston-Salem, NC 27101

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: 336-741-2000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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ITEM 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At its meeting on September 15, 2016, the Board of Directors, referred to as the Board, of Reynolds American Inc., referred to as RAI, elected John A. Boehner and Jean-Marc Levy to serve on RAI’s Board as Class II Directors, effective immediately. Mr. Boehner also was appointed to serve on the Board’s Corporate Governance, Nominating and Sustainability Committee, and Mr. Levy also was appointed to serve on the Board’s Compensation and Leadership Development Committee. Mr. Levy is a designee of Brown & Williamson Holdings, Inc., referred to as B&W, a subsidiary of British American Tobacco p.l.c., referred to as BAT. A copy of the press release announcing the foregoing Board elections and Board Committee appointments is attached to this Current Report on Form 8-K as Exhibit 99.1.

Under the terms of a July 30, 2004 governance agreement, as amended, among RAI, BAT and B&W, referred to as the governance agreement, B&W has the right, based upon the current ownership of BAT and its subsidiaries of approximately 42% of RAI common stock, to designate five people for nomination to RAI’s Board – three of which must be “independent directors” under the New York Stock Exchange listing standards and the governance agreement. With respect to the designation of Mr. Levy as a nominee for election to the Board, B&W requested and received a waiver from RAI’s Other Directors (as defined in the governance agreement) to any objection to B&W’s designation of Mr. Levy as an “independent director” under the terms of the governance agreement. Although Mr. Levy was an employee of BAT during the three years immediately preceding his designation by B&W, Mr. Levy left BAT in December 2014, and RAI’s Board has determined that he is an “independent director” under the New York Stock Exchange listing standards. After the September 15, 2016 elections of Messrs. Boehner and Levy, RAI’s Board is comprised of 14 Directors. While the governance agreement provides that the total number of RAI directors is 13, BAT has agreed that the size of RAI’s Board will be temporarily increased to 14 to accommodate the election of Mr. Boehner, so long as the Board size is reduced to 13 by the date of RAI’s 2017 annual shareholders’ meeting. In addition to Mr. Levy, the other current RAI Directors who have been designated as independent directors by B&W pursuant to the governance agreement are: Ronald S. Rolfe (Class I Director) and Martin D. Feinstein (Class III Director). The other current RAI Directors designated by B&W pursuant to the governance agreement are: Jerome Abelman (Class II Director) and Ricardo Oberlander (Class III Director). Each class of RAI Directors generally serves a staggered three-year term; however, the terms of all of RAI’s Directors, regardless of class, will expire on the date of RAI’s 2017 annual shareholders’ meeting, at which time the Board will be declassified. Thereafter, each Director nominee will stand for election to a one-year term expiring at the next annual shareholders’ meeting (or such shorter period if elected during the one-year term).

Each of Messrs. Boehner and Levy is eligible to participate in the non-employee director compensation arrangements described in the Reynolds American Inc. 2016 Outside Directors’ Compensation Summary, which summary was filed as Exhibit 10.32 to RAI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 and which is incorporated herein by reference. Each of Messrs. Boehner and Levy has entered into an indemnification agreement with RAI, the same indemnification agreement which RAI offers to all of its executive officers and directors. Such indemnification agreement was filed as Exhibit 10.1 to RAI’s Form 8-K dated February 1, 2005 and is incorporated by reference herein.

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ITEM 9.01

Financial Statements and Exhibits.

(d) Exhibits.

The following is furnished as an Exhibit to this Current Report on Form 8-K.

 

Number		Exhibit
99.1		Press Release of Reynolds American Inc., dated September 15, 2016

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: September 15, 2016

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INDEX TO EXHIBITS

 

Number		Exhibit
99.1		Press Release of Reynolds American Inc., dated September 15, 2016

Exhibit 99.1

 

		Reynolds American Inc. P.O. Box 2990 Winston-Salem, NC 27102-2990

 

 

Contact:		Investor Relations: Bob Bannon (336) 741-3359				Media: Jane Seccombe (336) 741-5068		RAI 2016-25

RAI board elects two new directors

WINSTON-SALEM, N.C. – Sept. 15, 2016 – Reynolds American Inc. (NYSE: RAI) announced today that John Boehner, former speaker of the U.S. House of Representatives, and Jean-Marc Levy, executive-in-residence at the IMD Business School in Lausanne, Switzerland, have been elected to serve on RAI’s board of directors as Class II directors, effective immediately. Boehner will serve on the board’s corporate governance, nominating and sustainability committee, and Levy will serve on the compensation and leadership development committee.

Levy fills the vacancy created by the resignation of Robert Lerwill in June this year. He is one of five RAI board members designated by Brown & Williamson Holdings, Inc. (B&W), a subsidiary of British American Tobacco p.l.c. (BAT), under the terms of the 2004 governance agreement, as amended, between RAI, B&W and BAT. RAI’s board now has 14 members.

“Both John and Jean-Marc bring valuable new experience and insights to the board in a dynamic environment,” said Thomas C. Wajnert, chairman of RAI’s board of directors. “As RAI gains momentum in its strategy to transform the tobacco industry, we welcome their fresh perspectives on our businesses and the rapidly evolving environments in which the RAI companies compete.”

Boehner, an Ohio native, was elected to Congress in 1990. Prior to that, he served as the president of a sales company in the packaging and plastic industry. He was also an Ohio state representative from 1985 to 1990.

Boehner served as the U.S. representative from Ohio’s 8^th congressional district from 1991 to 2015. He was the House majority leader from 2006 to 2007, and House minority leader from 2007 through 2010. In January 2011, he was elected House speaker. Boehner retired from Congress in October 2015.

Levy, a Swiss national, is also the chief operating officer of Day Medical SA, a Swiss medical devices company, and serves as a board member of a Swiss startup company, Domo Safety SA. Levy also worked for BAT for 18 years in various management positions, and was BAT Group’s chief marketing officer for six years until the end of 2014. Prior to joining BAT, he started his career in the coffee and confectionery categories with the Kraft Jacobs Suchard Group.

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Web and Social Media Disclosure

RAI’s website, www.reynoldsamerican.com, is the primary source of publicly disclosed news, including our quarterly earnings, about RAI and its operating companies. RAI also uses Twitter to publicly disseminate company news via @RAI News. It is possible that the information we post could be deemed to be material information. We encourage investors and others to register at www.reynoldsamerican.com to receive alerts when news about the company has been posted, and to follow RAI on Twitter at @RAI News.

ABOUT US

Reynolds American Inc. (NYSE: RAI) is the parent company of R.J. Reynolds Tobacco Company; Santa Fe Natural Tobacco Company, Inc.; American Snuff Company, LLC; Niconovum USA, Inc.; Niconovum AB; and R.J. Reynolds Vapor Company.

 

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R.J. Reynolds Tobacco Company is the second-largest U.S. tobacco company. R.J. Reynolds’ brands include Newport, Camel and Pall Mall.

 

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Santa Fe Natural Tobacco Company, Inc. manufactures and markets Natural American Spirit products.

 

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American Snuff Company, LLC is the nation’s second-largest manufacturer of smokeless tobacco products. Its leading brands are Grizzly and Kodiak.

 

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Niconovum USA, Inc. and Niconovum AB market innovative nicotine replacement therapy products in the U.S. and Sweden, respectively, under the ZONNIC brand name.

 

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R.J. Reynolds Vapor Company is a marketer of digital vapor cigarettes, manufactured on its behalf by R.J. Reynolds, under the VUSE brand name in the United States.

Copies of RAI’s news releases, annual reports, SEC filings and other financial materials, including risk factors containing forward-looking information, are available at www.reynoldsamerican.com. To learn how RAI and its operating companies are transforming the tobacco industry, go to the RAI website, Transforming Tobacco.

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