Attached files

file filename
EX-3.1 - EXHIBIT 3.1 - Philip Morris International Inc.exhibit31amendedandrestate.htm


 
 

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): September 16, 2015
 
 

Philip Morris International Inc.
(Exact name of registrant as specified in its charter)
  

 
 
 
 
 
 
Virginia
 
1-33708
 
13-3435103
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer
Identification No.)
 
 
 
120 Park Avenue, New York, New York
 
 
 
10017-5592
(Address of principal executive offices)
 
 
 
(Zip Code)
Registrant’s telephone number, including area code: (917) 663-2000
 
(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))






Item 5.03.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective September 16, 2015, the Board of Directors of Philip Morris International Inc. (the "Company") amended and restated the Company's By-Laws to implement proxy access. Sections 6 and 7 of Article I and Section 4 of Article II of the Amended and Restated By-Laws permit a shareholder, or a group of up to 15 shareholders, owning three or more percent of the Company’s shares for at least three years, to nominate and include in the Company’s proxy materials director candidates to occupy up to 20% of the Board seats, provided that such shareholder or a group satisfies the requirements set forth in Article I.

The Company’s Amended and Restated By-Laws reflecting the foregoing amendments are attached hereto as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
 
Item 9.01.
Financial Statements and Exhibits.
 
(d)
Exhibits
 
 
 
 
  3.1
 
Amended and Restated By-Laws of Philip Morris International Inc. (effective as of September 16, 2015)










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.
 
 
 
 
PHILIP MORRIS INTERNATIONAL INC.
 
 
By:
 
/s/ JERRY WHITSON
Name:
 
Jerry Whitson
Title:
 
Deputy General Counsel and Corporate Secretary
DATE: September 18, 2015






EXHIBIT INDEX
 
 
 
Exhibit
 No.
 
Description
 
 
 
 
 
  3.1
 
Amended and Restated By-Laws of Philip Morris International Inc. (effective as of September 16, 2015)