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PM Philip Morris International

Filed: 16 Jun 21, 4:04pm

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): June 10, 2021



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

Virginia1-3370813-3435103
(State or other jurisdiction
of incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)

120 Park AvenueNew YorkNew York10017-5592
(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))




Securities registered pursuant to Section 12(b) of the Act:

Title of each class                    Trading Symbol(s)Name of each exchange on which registered
Common Stock, no par valuePMNew York Stock Exchange
2.900% Notes due 2021PM21ANew York Stock Exchange
2.625% Notes due 2022PM22ANew York Stock Exchange
2.375% Notes due 2022PM22BNew York Stock Exchange
2.500% Notes due 2022PM22New York Stock Exchange
2.500% Notes due 2022PM22CNew York Stock Exchange
2.625% Notes due 2023PM23New York Stock Exchange
2.125% Notes due 2023PM23BNew York Stock Exchange
3.600% Notes due 2023PM23ANew York Stock Exchange



Title of each class                    Trading Symbol(s)Name of each exchange on which registered
2.875% Notes due 2024PM24New York Stock Exchange
2.875% Notes due 2024PM24CNew York Stock Exchange
0.625% Notes due 2024PM24BNew York Stock Exchange
3.250% Notes due 2024PM24ANew York Stock Exchange
2.750% Notes due 2025PM25New York Stock Exchange
3.375% Notes due 2025PM25ANew York Stock Exchange
2.750% Notes due 2026PM26ANew York Stock Exchange
2.875% Notes due 2026PM26New York Stock Exchange
0.125% Notes due 2026PM26BNew York Stock Exchange
3.125% Notes due 2027PM27New York Stock Exchange
3.125% Notes due 2028PM28New York Stock Exchange
2.875% Notes due 2029PM29New York Stock Exchange
3.375% Notes due 2029PM29ANew York Stock Exchange
0.800% Notes due 2031PM31New York Stock Exchange
3.125% Notes due 2033PM33New York Stock Exchange
2.000% Notes due 2036PM36New York Stock Exchange
1.875% Notes due 2037PM37ANew York Stock Exchange
6.375% Notes due 2038PM38New York Stock Exchange
1.450% Notes due 2039PM39New York Stock Exchange
4.375% Notes due 2041PM41New York Stock Exchange
4.500% Notes due 2042PM42New York Stock Exchange
3.875% Notes due 2042PM42ANew York Stock Exchange
4.125% Notes due 2043PM43New York Stock Exchange
4.875% Notes due 2043PM43ANew York Stock Exchange
4.250% Notes due 2044PM44New York Stock Exchange

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.
  







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

Effective as of August 31, 2021, after over thirty years of service in various roles with Philip Morris International Inc. (the “Company”) and its former parent, Martin King, who is currently serving as CEO, PMI America, will retire from the Company. Mr. King’s separation arrangements are detailed in his Employment Agreement, effective June 1, 2020, which Employment Agreement was filed by the Company as Exhibit 10.2 to its Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, and is incorporated herein by reference hereto.

Deepak Mishra, who currently serves as the Company’s Chief Strategy Officer, will become the Company’s President, Americas Region, reporting to the Chief Executive Officer, effective July 1, 2021. Mr. Mishra will have responsibility for the Company’s operations in the United States, Latin America and Canada.

Effective August 1, 2021, Andreas Kurali, who currently serves as the Company’s Vice President and Controller, will assume the position as Deputy CFO, Finance Transformation.

On August 1, 2021, Reginaldo Dobrowolski, age 46, will become the Company’s Vice President and Controller, and will report to the Chief Financial Officer. Currently, Mr. Dobrowolski serves as the Company’s Vice President Corporate Financial Planning, Data & Reporting and has served in that role since May 2019. From October 2014 to April 2019, Mr. Dobrowolski served as the Company’s Director, Corporate Financial Planning & Reporting, and from December 2011 to September 2014, he served as the Company’s Controller for the Company��s EEMA Region.

Mr. Dobrowolski will receive an annual base salary of CHF 450,008 or approximately $503,0001 and will be promoted to salary grade 19. He will be eligible for an annual incentive cash award with a target of 70% of his annual base salary and an equity award with a target of 70% of his annual base salary. The terms of the annual equity awards are consistent with the Company’s executive compensation program. Mr. Dobrowolski will be eligible to participate in the Company’s benefit plans, all in accordance with the Company’s customary terms and policies, and consistent with those for other senior executives.

There are no material arrangements or understandings between Mr. Dobrowolski and any other person pursuant to which he was appointed as an officer of the Company. Mr. Dobrowolski does not have any family relationship with any director or officer of the Company or any person nominated or chosen by the Company to become a director or executive officer. Mr. Dobrowolski’s spouse is employed by the Company as its Global Head Corporate Finance & Treasury Planning.2 Her total compensation in 2020 amounted to approximately CHF 472,464 or approximately $528,0001, consistent with the Company’s compensation programs.

_____
1Using the average conversion rate on June 10, 2021 of CHF 1.00 = $1.1176.
2Mr. Dobrowolski’s spouse reports to the Vice President Treasury and Corporate Finance.







Item 9.01.Financial Statements and Exhibits.
(d)
Exhibits.


104Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document and contained in Exhibit 101).















































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/ DARLENE QUASHIE HENRY
Name:Darlene Quashie Henry
Title:Vice President, Associate General Counsel & Corporate Secretary
DATE: June 16, 2021