Altria Group Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Leadership Update, Regulation FD Disclosure, Other Events, Financial Statements and Exhibits
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Medicinal Chemicals and Botanical Products
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 29, 2025
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Item 2.02. Results of Operations and Financial Condition.
On January 30, 2025, Altria Group, Inc. (“Altria”) issued a press release announcing its financial results for the year ended December 31, 2024. A copy of the press release is attached as Exhibit 99.1 and incorporated by reference in this Item 2.02.
In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in Item 2.02 of this Current Report on Form 8-K shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such filing or document.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of Director
On January 29, 2025, Altria’s Board of Directors (the “Board”) increased the size of the Board from 10 to 11 directors and elected Richard S. Stoddart to the Board, in each case, effective February 3, 2025. The Board also elected Mr. Stoddart to the Board’s Audit, Innovation and Nominating, Corporate Governance and Social Responsibility Committees, effective February 3, 2025. The Board affirmatively determined that Mr. Stoddart qualifies as an independent director under the New York Stock Exchange listing standards and Altria’s standards for director independence. Mr. Stoddart will be compensated for his service on the Board pursuant to Altria’s existing compensation program for non-employee directors, which is described under “Director Compensation” in Altria’s proxy statement for its 2024 Annual Meeting of Shareholders (filed with the Securities and Exchange Commission on April 4, 2024) and is incorporated by reference in this Item 5.02.
Item 7.01. Regulation FD Disclosure.
On January 30, 2025, in connection with Mr. Stoddart’s election to the Board, Altria issued a press release, a copy of which is attached as Exhibit 99.2 and is incorporated by reference in this Item 7.01.
In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.2, shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. The information in Item 7.01 of this Current Report on Form 8-K shall not be incorporated by reference into any filing or other document pursuant to the Securities Act, except as shall be expressly set forth by specific reference in such filing or document.
Item 8.01. Other Events.
On January 29, 2025, the Board authorized a new $1 billion share repurchase program. The timing of share repurchases under this program depends upon marketplace conditions and other factors, and the program remains subject to the discretion of the Board.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits | ||||||||||
| 99.1 | |||||||||||
| 99.2 | |||||||||||
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101) | ||||||||||
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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: January 30, 2025
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