Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

Shareholder Approval of Performance Incentive Plan

On May 14, 2020, Altria Group, Inc. (the "Company") held its Annual Meeting of Shareholders (the "Annual Meeting"). At the Annual Meeting, shareholders approved the Company's 2020 Performance Incentive Plan (the "2020 PIP"), which had been previously approved by the Company's Board of Directors (the "Board") subject to shareholder approval.

The 2020 PIP provides for annual and long-term incentive awards to eligible employees of the Company or its subsidiaries or affiliates. Awards may be paid in the form of cash, restricted stock, restricted stock units, performance stock units, stock options, stock appreciation rights or other stock-based awards or any combination thereof, as determined by the Compensation and Talent Development Committee of the Board. Twenty-five million shares of the Company's common stock are reserved for awards under the 2020 PIP.

The material terms of the 2020 PIP are described under "Proposal 4 - Approval of the 2020 Performance Incentive Plan" in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 2, 2020, as amended by the Company's Supplement to Proxy Statement on Schedule 14A filed on April 17, 2020. This description is incorporated by reference in Item 5.02 of this Current Report on Form 8-K.



A copy of the 2020 PIP is attached as Exhibit 10.1 and incorporated by reference
in Item 5.02 of this Current Report on Form 8-K.
Board Changes
On May 14, 2020, the Board elected William F. Gifford, Jr., the Company's Chief
Executive Officer, to the Board effective immediately. The Board also elected
Mr. Gifford as a member of the Executive Committee of the Board.
Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
In connection with the Board's decision to elect Mr. Gifford to the Board, on
May 14, 2020, the Board approved amendments to the Company's Amended and
Restated By-Laws. These amendments became effective immediately.
A copy of the Company's Amended and Restated By-Laws is attached as Exhibit 3.1
and is incorporated by reference in Item 5.03 of this Current Report on Form
8-K.

Item 5.07. Submission of Matters to a Vote of Security Holders.

There were 1,607,574,122 shares of the Company's common stock represented in person or by proxy at the Annual Meeting, constituting 86.50% of outstanding shares on March 23, 2020, 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:  To Elect Ten Directors of the Company.

Name                            For         Against      Abstain    Broker Non-Vote
John T. Casteen III        1,174,357,817   57,450,062   8,121,961     367,644,282
Dinyar S. Devitre          1,186,545,455   45,632,010   7,752,375     367,644,282
Thomas F. Farrell II       1,148,124,241   83,086,040   8,719,559     367,644,282
Debra J. Kelly-Ennis       1,215,916,790   16,261,351   7,751,699     367,644,282
W. Leo Kiely III           1,162,247,209   69,551,277   8,131,354     367,644,282
Kathryn B. McQuade         1,169,414,727   62,608,189   7,906,924     367,644,282
George Muñoz               1,156,099,418   76,195,295   7,635,127     367,644,282
Mark E. Newman             1,218,341,329   13,145,293   8,443,218     367,644,282
Nabil Y. Sakkab            1,189,754,645   42,163,443   8,011,752     367,644,282
Virginia E. Shanks         1,187,273,012   44,437,355   8,219,473     367,644,282

All director nominees were duly elected.



                                       2

--------------------------------------------------------------------------------

Proposal 2: Ratification of the Selection of PricewaterhouseCoopers LLP as


            Independent Registered Public Accounting Firm for the Fiscal Year
            Ending December 31, 2020.



     For         Against      Abstain
1,549,420,410   47,617,645   10,536,067

The selection of the Independent Registered Public Accounting Firm was ratified. Proposal 3: Non-Binding Advisory Vote to Approve the Compensation of the


             Company's Named Executive Officers.



    For         Against      Abstain     Broker Non-Vote
606,512,947   623,301,923   10,114,970     367,644,282

The proposal was defeated on an advisory basis.

Proposal 4: Approval of the 2020 Performance Incentive Plan.

For Against Abstain Broker Non-Vote 1,179,323,834 51,387,157 9,218,849 367,644,282

The 2020 Performance Incentive Plan was approved.



Proposal 5:   Shareholder Proposal - Disclosure of Lobbying Policies and
Practices.

    For         Against      Abstain     Broker Non-Vote
380,792,003   838,830,343   20,307,494     367,644,282


The proposal was defeated.

Proposal 6:   Shareholder Proposal - Report on the Company's Underage Tobacco
Prevention Policies.

    For         Against      Abstain     Broker Non-Vote
441,264,889   763,832,461   34,832,490     367,644,282


The proposal was defeated.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits





     3.1    Amended and Restated By-Laws of Altria Group, Inc. (effective as of
          May 14, 2020)
     10.1   2020 Performance Incentive Plan (incorporated by reference to Exhibit
          A to the Company's Definitive Proxy Statement on Schedule 14A filed on
          April 2, 2020, as amended by the Company's Supplement to Proxy Statement
          on Schedule 14A filed on April 17, 2020 (File No. 1-08940))
     104  Cover Page Interactive File (the cover page tags are embedded within the
          Inline XBRL document)






                                       3

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses