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(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:
i☐
Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
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 Symbols
Name of each exchange on which registered
iCommon Stock, $0.33 1/3 par value
iMO
iNew
York Stock Exchange
i1.700% Notes due 2025
iMO25
iNew
York Stock Exchange
i2.200% Notes due 2027
iMO27
iNew
York Stock Exchange
i3.125% Notes due 2031
iMO31
iNew
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
i☐
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 18, 2023, Altria Group, Inc. (“Altria”) held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”). There
were 1,453,699,014 shares of Altria’s common stock represented in person or by proxy at the Annual Meeting, constituting 81.39% of outstanding shares on March 27, 2023, 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 12 Directors.
Name
For
Against
Abstain
Broker Non-Vote
Ian
L.T. Clarke
1,102,857,052
8,202,694
4,693,106
337,946,162
Marjorie M. Connelly
1,103,111,344
8,395,328
4,246,180
337,946,162
R. Matt Davis
1,103,266,470
7,803,889
4,682,493
337,946,162
William
F. Gifford, Jr.
1,100,160,563
10,616,064
4,976,225
337,946,162
Jacinto J. Hernandez
1,102,562,852
8,790,326
4,399,674
337,946,162
Debra J. Kelly-Ennis
1,095,215,030
16,222,690
4,315,132
337,946,162
Kathryn B. McQuade
1,076,920,304
34,462,027
4,370,521
337,946,162
George Muñoz
1,066,577,707
44,506,007
4,669,138
337,946,162
Nabil Y. Sakkab
1,088,382,741
22,878,114
4,491,997
337,946,162
Virginia
E. Shanks
1,102,165,233
8,989,227
4,598,392
337,946,162
Ellen R. Strahlman
1,102,888,052
8,576,409
4,288,391
337,946,162
M. Max Yzaguirre
1,102,693,239
8,151,196
4,908,417
337,946,162
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, 2023.
For
Against
Abstain
1,402,690,535
45,742,425
5,266,054
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
1,040,794,362
65,304,188
9,654,302
337,946,162
The
proposal was approved on an advisory basis.
Proposal 4: Non-Binding Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of Altria’s Named Executive Officers.
1 Year
2 Years
3
Years
Abstain
1,084,346,803
4,885,401
19,458,631
7,062,017
The shareholders voted, on an advisory basis, on the frequency of future advisory votes on the compensation of Altria’s named executive officers as set forth in the table above.
2
Proposal 5: Shareholder Proposal - Report on Congruence of Political and Lobbying
Expenditures with Altria Values and Policies.
For
Against
Abstain
Broker Non-Vote
119,973,276
982,386,589
13,392,987
337,946,162
The
proposal was defeated.
Proposal 6: Shareholder Proposal - Commission a Civil Rights Equity Audit.
For
Against
Abstain
Broker Non-Vote
339,478,431
763,798,551
12,475,870
337,946,162
The
proposal was defeated.
3
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.