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PM > SEC Filings for PM > Form 8-K on 13-Mar-2013All Recent SEC Filings

Show all filings for PHILIP MORRIS INTERNATIONAL INC. | Request a Trial to NEW EDGAR Online Pro



Change in Directors or Principal Officers

Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 13, 2013, the Board of Directors of Philip Morris International Inc. (the "Company") announced that Louis C. Camilleri, Chairman and Chief Executive Officer of the Company, will relinquish his role as Chief Executive Officer effective immediately after the annual meeting of shareholders on May 8, 2013. Mr. Camilleri will remain as Chairman of the Board and as an employee of the Company. Mr. André Calantzopoulos, who is currently serving as the Company's Chief Operating Officer, will succeed Mr. Camilleri as Chief Executive Officer. Mr. Calantzopoulos was also nominated for election to the Board of Directors at the annual meeting of shareholders.

The compensation of Mr. Camilleri and Mr. Calantzopoulos 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. Messrs. Camilleri and Clantzopoulos will not receive additional compensation for their services on the Board of Directors.

A copy of the press release issued by the Company is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Amendments to Articles of Incorporation or Bylaws; Change in
Item 5.03. Fiscal Year.

In connection with the nomination of Mr. Calantzopoulos for election to the Board of Directors and the changes to the leadership structure of the Company, the Board of Directors made the following amendments to the Company's Amended and Restated By-Laws effective on May 8, 2013: Article II, Section 2, in order to increase the size of the Board from twelve (12) to thirteen (13) directors; Article II, Section 7 and Article IV, Sections 1, 6 and 7, in order to reflect the changes in the leadership structure of the Company; and other administrative amendments.

The Company's Amended and Restated By-Laws are attached hereto as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Exhibits.

(d) Exhibits

3.1 Amended and Restated By-Laws of Philip Morris International Inc.
99.1 Philip Morris International Inc. Press Release, dated March 13, 2013.

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