Altria Group 8-K 2023-05-18

Filed 2023-05-22. 1 sections, 10K characters. Original on sec.gov · Markdown · JSON

Form 8-K

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 18, 2023

________________________________________________________________________________________________________________

ALTRIA GROUP, INC.

(Exact name of registrant as specified in its charter)

______________________________________________________________________________________________________________

Virginia1-0894013-3260245
(State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.)
6601 West Broad Street,Richmond,Virginia23230
(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 classTrading SymbolsName of each exchange on which registered
Common Stock, $0.33 1/3 par valueMONew York Stock Exchange
1.700% Notes due 2025MO25New York Stock Exchange
2.200% Notes due 2027MO27New York Stock Exchange
3.125% Notes due 2031MO31New York Stock Exchange

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 18, 2023, Altria Group, Inc. (“Altria”) held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”). There were 1,453,699,014 shares of Altria’s common stock represented in person or by proxy at the Annual Meeting, constituting 81.39% of outstanding shares on March 27, 2023, 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.

NameForAgainstAbstainBroker Non-Vote
Ian L.T. Clarke1,102,857,0528,202,6944,693,106337,946,162
Marjorie M. Connelly1,103,111,3448,395,3284,246,180337,946,162
R. Matt Davis1,103,266,4707,803,8894,682,493337,946,162
William F. Gifford, Jr.1,100,160,56310,616,0644,976,225337,946,162
Jacinto J. Hernandez1,102,562,8528,790,3264,399,674337,946,162
Debra J. Kelly-Ennis1,095,215,03016,222,6904,315,132337,946,162
Kathryn B. McQuade1,076,920,30434,462,0274,370,521337,946,162
George Muñoz1,066,577,70744,506,0074,669,138337,946,162
Nabil Y. Sakkab1,088,382,74122,878,1144,491,997337,946,162
Virginia E. Shanks1,102,165,2338,989,2274,598,392337,946,162
Ellen R. Strahlman1,102,888,0528,576,4094,288,391337,946,162
M. Max Yzaguirre1,102,693,2398,151,1964,908,417337,946,162

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, 2023.

ForAgainstAbstain
1,402,690,53545,742,4255,266,054

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.

ForAgainstAbstainBroker Non-Vote
1,040,794,36265,304,1889,654,302337,946,162

The proposal was approved on an advisory basis.

Proposal 4: Non-Binding Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of Altria’s Named Executive Officers.

1 Year2 Years3 YearsAbstain
1,084,346,8034,885,40119,458,6317,062,017

The shareholders voted, on an advisory basis, on the frequency of future advisory votes on the compensation of Altria’s named executive officers as set forth in the table above.

Proposal 5: Shareholder Proposal - Report on Congruence of Political and Lobbying Expenditures with Altria Values and Policies.

ForAgainstAbstainBroker Non-Vote
119,973,276982,386,58913,392,987337,946,162

The proposal was defeated.

Proposal 6: Shareholder Proposal - Commission a Civil Rights Equity Audit.

ForAgainstAbstainBroker Non-Vote
339,478,431763,798,55112,475,870337,946,162

The proposal was defeated.

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 22, 2023