Altria Group Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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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): May 16, 2024
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(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: (804 ) 274-2200
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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:
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Securities registered pursuant to Section 12(b) of the Act:
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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 16, 2024, Altria Group, Inc. (“Altria” or the “Company”) held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”). There were 1,395,475,191 shares of Altria’s common stock represented in person or by proxy at the Annual Meeting, constituting 81.24% of outstanding shares on March 25, 2024, 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 10 Directors.
| Name | For | Against | Abstain | Broker Non-Vote | ||||||||||||||||||||||
| Ian L.T. Clarke | 1,032,358,594 | 9,099,629 | 4,975,884 | 349,041,084 | ||||||||||||||||||||||
| Marjorie M. Connelly | 1,025,201,241 | 16,460,266 | 4,772,600 | 349,041,084 | ||||||||||||||||||||||
| R. Matt Davis | 1,030,422,188 | 11,173,267 | 4,838,652 | 349,041,084 | ||||||||||||||||||||||
| William F. Gifford, Jr. | 1,029,274,695 | 12,217,601 | 4,941,811 | 349,041,084 | ||||||||||||||||||||||
| Debra J. Kelly-Ennis | 1,021,981,660 | 19,779,560 | 4,672,887 | 349,041,084 | ||||||||||||||||||||||
| Kathryn B. McQuade | 1,017,736,268 | 23,989,690 | 4,708,149 | 349,041,084 | ||||||||||||||||||||||
| George Muñoz | 1,002,434,587 | 39,051,714 | 4,947,806 | 349,041,084 | ||||||||||||||||||||||
| Virginia E. Shanks | 1,029,751,296 | 11,748,247 | 4,934,564 | 349,041,084 | ||||||||||||||||||||||
| Ellen R. Strahlman | 1,032,304,478 | 9,352,157 | 4,777,472 | 349,041,084 | ||||||||||||||||||||||
| M. Max Yzaguirre | 1,027,406,806 | 14,063,899 | 4,963,402 | 349,041,084 | ||||||||||||||||||||||
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, 2024.
| For | Against | Abstain | ||||||||||||
| 1,340,065,922 | 49,882,123 | 5,527,146 | ||||||||||||
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 | |||||||||||||||||
| 986,440,596 | 50,570,077 | 9,423,434 | 349,041,084 | |||||||||||||||||
The proposal was approved on an advisory basis.
Proposal 4: Shareholder Proposal - Report on Congruence of Political and Lobbying Expenditures with the Company’s Vision, Responsibility Focus Areas and Cultural Aspiration.
| For | Against | Abstain | Broker Non-Vote | |||||||||||||||||
| 98,036,342 | 934,424,730 | 13,973,035 | 349,041,084 | |||||||||||||||||
The proposal was defeated.
Proposal 5: Shareholder Proposal - Report Assessing the Benefits to Altria of Extended Producer Responsibility Laws for Spent Tobacco Filters for Tobacco Companies Operating in the U.S. Market.
| For | Against | Abstain | Broker Non-Vote | |||||||||||||||||
| 87,793,846 | 943,680,667 | 14,959,594 | 349,041,084 | |||||||||||||||||
The proposal was defeated.
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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 20, 2024
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