Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On December 10, 2020, the Board of Directors of Philip Morris International Inc.
(the "Company") announced that Louis C. Camilleri, Chairman of the Board, will
retire effective immediately for personal reasons. Lucio A. Noto, the Presiding
Director, will serve as an interim Chairman until the 2021 Annual Meeting of
Shareholders to be held on May 5, 2021 (the "Annual Meeting"). André
Calantzopoulos, who is currently serving as the Company's Chief Executive
Officer, will become Executive Chairman of the Board effective immediately
before the Annual Meeting and will remain an employee of the Company. Jacek
Olczak, age 55, who is currently serving as the Company's Chief Operating
Officer, will succeed Mr. Calantzopoulos as Chief Executive Officer effective
immediately after the Annual Meeting. Mr. Olczak joined the Company in 1993 and
worked in finance and general management positions across Europe, including as
Managing Director of the Company's markets in Poland and Germany and as
President of the European Union Region before his appointment as the Company's
CFO in 2012. It is anticipated that Mr. Olczak will be nominated as a member of
the Board of Directors for the election at the Annual Meeting.
Mr. Camilleri has served as the Chairman of the Board of the Company since 2008.
In connection with the foregoing change in Mr. Noto's role, his Chairman cash
retainer was set at $100,000 for the period of December 10, 2020 through the end
of his term. The role of the Presiding Director will remain vacant in light of
Mr. Noto's independence.
The compensation of Mr. Calantzopoulos and Mr. Olczak in their new roles will be
determined by the Compensation and Leadership Development Committee of the Board
of Directors at a later date and promptly announced at that time.
In addition, Mr. Michel Combes was elected to the Board of Directors effective
December 10, 2020. The Board of Directors determined that Mr. Combes is
independent under the New York Stock Exchange listing standards and the
Company's Corporate Governance Guidelines. He was appointed to the Nominating
and Corporate Governance, Product Innovation and Regulatory Affairs, and Finance
Committees.
Mr. Combes will be compensated for his service on the Company's Board of
Directors pursuant to the existing non-employee director compensation programs.
These compensation programs are described in detail in the Company's proxy
statement dated March 26, 2020 and filed with the Securities and Exchange
Commission on such date.
Item 7.01. Regulation FD Disclosure.
On December 10, 2020, the Company issued a press release announcing the
organizational changes. The press release is attached as Exhibit 99.1 to this
Current Report on Form 8-K and incorporated by reference to this Item 7.01.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Philip Morris International Inc. Press Release dated December
10 , 20 20 (furnished pursuant to Item 7.01).
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded
within the Inline XBRL document and contained in Exhibit 101).
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