Form 8-K ALTRIA GROUP, INC. For: May 19
UNITED STATES
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): May 19, 2022
________________________________________________________________________________________________________________
(Exact name of registrant as specified in its charter)
______________________________________________________________________________________________________________
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (804 ) 274-2200
_______________________________________________________________________________________________________________
(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:
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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbols | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 19, 2022, Altria Group, Inc. (“Altria”) held its 2022 Annual Meeting of Shareholders (the “Annual Meeting”). There were 1,490,464,934 shares of Altria’s common stock represented in person or by proxy at the Annual Meeting, constituting 82.22% of outstanding shares on March 28, 2022, the record date for the Annual Meeting. The matters voted upon at the Annual Meeting and the final voting results are set forth below:
Proposal 1: Election of 12 Directors.
Name | For | Against | Abstain | Broker Non-Vote | ||||||||||||||||||||||
Ian L.T. Clarke | 1,153,000,873 | 8,082,787 | 4,245,080 | 325,136,194 | ||||||||||||||||||||||
Marjorie M. Connelly | 1,153,474,741 | 8,005,068 | 3,848,931 | 325,136,194 | ||||||||||||||||||||||
R. Matt Davis | 1,154,312,977 | 6,752,566 | 4,263,197 | 325,136,194 | ||||||||||||||||||||||
William F. Gifford, Jr. | 1,151,048,076 | 10,307,708 | 3,972,956 | 325,136,194 | ||||||||||||||||||||||
Debra J. Kelly-Ennis | 1,153,432,095 | 8,202,948 | 3,693,697 | 325,136,194 | ||||||||||||||||||||||
W. Leo Kiely III | 1,128,850,017 | 32,136,684 | 4,342,039 | 325,136,194 | ||||||||||||||||||||||
Kathryn B. McQuade | 1,145,010,694 | 16,477,595 | 3,840,451 | 325,136,194 | ||||||||||||||||||||||
George Muñoz | 1,116,398,944 | 44,840,096 | 4,089,700 | 325,136,194 | ||||||||||||||||||||||
Nabil Y. Sakkab | 1,140,391,955 | 20,609,138 | 4,327,647 | 325,136,194 | ||||||||||||||||||||||
Virginia E. Shanks | 1,148,731,943 | 12,728,329 | 3,868,468 | 325,136,194 | ||||||||||||||||||||||
Ellen R. Strahlman | 1,154,170,116 | 7,232,187 | 3,926,437 | 325,136,194 | ||||||||||||||||||||||
M. Max Yzaguirre | 1,152,557,570 | 8,424,870 | 4,346,300 | 325,136,194 |
All nominees were duly elected as directors of Altria.
Proposal 2: Ratification of the Selection of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2022.
For | Against | Abstain | ||||||||||||
1,435,612,757 | 50,063,810 | 4,788,367 |
The selection of the Independent Registered Public Accounting Firm was ratified.
Proposal 3: Non-Binding Advisory Vote to Approve the Compensation of Altria’s Named Executive Officers.
For | Against | Abstain | Broker Non-Vote | |||||||||||||||||
1,078,752,847 | 77,032,438 | 9,543,455 | 325,136,194 |
The proposal was approved on an advisory basis.
Proposal 4: Shareholder Proposal - Commission a Civil Rights Equity Audit.
For | Against | Abstain | Broker Non-Vote | |||||||||||||||||
715,821,902 | 435,757,191 | 13,749,647 | 325,136,194 |
The proposal was approved.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
104 Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document)
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SIGNATURES
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.
ALTRIA GROUP, INC. | ||||||||
By: | /s/ W. HILDEBRANDT SURGNER, JR. | |||||||
Name: | W. Hildebrandt Surgner, Jr. | |||||||
Title: | Vice President, Corporate Secretary and | |||||||
Associate General Counsel |
DATE: May 23, 2022
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