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Section 1: 8-K (8-K)

mo-20201009
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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): October 9, 2020
________________________________________________________________________________________________________________
ALTRIA GROUP, INC.
(Exact name of registrant as specified in its charter)
______________________________________________________________________________________________________________
Virginia  1-08940  13-3260245
(State or other jurisdiction
of incorporation)
  (Commission File Number)  (I.R.S. Employer
Identification No.)
6601 West Broad Street,      Richmond,Virginia23230
(Address of principal executive offices)        (Zip Code)
Registrant’s telephone number, including area code: (804274-2200
_______________________________________________________________________________________________________________
(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 SymbolsName of each exchange on which registered
Common Stock, $0.33 1/3 par value
MONew York Stock Exchange
1.000% Notes due 2023
MO23ANew York Stock Exchange
1.700% Notes due 2025
MO25New York Stock Exchange
2.200% Notes due 2027
MO27New York Stock Exchange
3.125% Notes due 2031
MO31New 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. o



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

On October 9, 2020, John T. Casteen III, a director of Altria Group, Inc. (“Altria”) since 2010, notified Altria of his decision to retire from service on its Board of Directors following the completion of his current term. Consequently, Mr. Casteen will not stand for re-election to the Board of Directors at Altria’s 2021 Annual Meeting of Shareholders, which is presently anticipated to be held on May 20, 2021.


Item 7.01.    Regulation FD Disclosure.

In connection with Mr. Casteen’s decision to retire, Altria issued a press release on October 13, 2020, a copy of which is attached as Exhibit 99.1 and incorporated by reference in this Current Report on Form 8-K.


Item 9.01.    Financial Statements and Exhibits.

(d)     Exhibits

99.1
104The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101)

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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:    October 13, 2020
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Section 2: EX-99.1 (ALTRIA GROUP INC. PRESS RELEASE, DATED OCTOBER 13, 2020)

Document

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ALTRIA GROUP, INC. DIRECTOR JOHN T. CASTEEN III ANNOUNCES DECISION TO RETIRE FROM BOARD OF DIRECTORS

RICHMOND, Va. (October 13, 2020) – Altria Group, Inc. (Altria) (NYSE:MO) – John T. Casteen III, a director of Altria Group, Inc. (“Altria”) since 2010, notified Altria of his decision to retire from service on its Board of Directors following the completion of his current term. Consequently, Mr. Casteen will not stand for re-election to the Board of Directors at Altria’s 2021 Annual Meeting of Shareholders, which is presently anticipated to be held on May 20, 2021.

“Altria has benefited from John’s significant contributions over the past ten years,” said Tom Farrell, Altria’s independent Board Chairman. “We thank him for his distinguished service and wish him the very best.”

Mr. Casteen is a member of the Audit, Compensation and Talent Development and Innovation Committees. Mr. Casteen became President Emeritus of the University of Virginia in August 2010 after having served as President of the University since 1990. He is both University Professor and Professor of English. Previously, Mr. Casteen served as Secretary of Education for the Commonwealth of Virginia from 1982 to 1985 and President of the University of Connecticut from 1985 to 1990. He is a director of Strategic Education, Inc. He also serves as a director of Leifur Eiríksson Foundation, Institute for Shipboard Education (Semester at Sea) and Echo360, Inc.

Altria’s Profile

Altria’s wholly owned subsidiaries include Philip Morris USA Inc. (PM USA), U.S. Smokeless Tobacco Company LLC (USSTC), John Middleton Co. (Middleton), Ste. Michelle Wine Estates Ltd. (Ste. Michelle) and Philip Morris Capital Corporation (PMCC). Altria owns an 80% interest in Helix Innovations LLC (Helix). Altria holds equity investments in Anheuser-Busch InBev SA/NV (ABI), JUUL Labs, Inc. (JUUL) and Cronos Group Inc. (Cronos).

The brand portfolios of Altria’s tobacco operating companies include Marlboro®, Black & Mild®, Copenhagen®, Skoal® and on!®. Ste. Michelle produces and markets premium wines sold under various labels, including Chateau Ste. Michelle®, 14 Hands® and Stag’s Leap Wine Cellars, and it imports and markets Antinori®, Champagne Nicolas Feuillatte and Villa Maria Estate products in the United States. Trademarks and service marks related to Altria referenced in this release are the property of Altria or its subsidiaries or are used with permission.


Altria Client Services LLC
6601 West Broad Street, Richmond, VA 23230



More information about Altria is available at altria.com and on the Altria Investor app, or follow Altria on Twitter, Facebook and LinkedIn.

Altria Client Services
Investor Relations
(804) 484-8222

Altria Client Services
Media Affairs
(804) 484-8897

Source: Altria Group, Inc.

    
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