8-K

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): January 15, 2016

Reynolds American Inc.

(Exact Name of Registrant as Specified in Charter)

North Carolina	1-32258	20-0546644
(State or Other jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

401 North Main Street

Winston-Salem, North Carolina 27101

(Address of Principal Executive Offices) (ZIP Code)

Registrant’s telephone number, including area code: (336) 741 2000

Not Applicable

(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 (see General Instruction A.2. below):

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

(b) On January 15, 2016, John Daly submitted his resignation from the Board of Directors (the “Board”) of Reynolds American Inc. (“RAI”), effective immediately prior to the Board’s regularly scheduled February 4, 2016 meeting. Mr. Daly has served on RAI’s Board since December 2010, as one of the five board members designated by Brown & Williamson Holdings, Inc. (“B&W”), a subsidiary of British American Tobacco p.l.c. (“BAT”), under the terms of the Governance Agreement dated as of July 30, 2004, as amended, among RAI, B&W and BAT. Mr. Daly was the Chief Operating Officer of BAT from September 2010 to December 2013, and retired from BAT in April 2014. His term as a Class II Director was scheduled to expire on the date of RAI’s 2018 annual meeting of shareholders.

In addition, on January 15, 2016, B&W designated Jerome Abelman for nomination to RAI’s Board to succeed Mr. Daly as an RAI Director, effective upon Mr. Daly’s resignation on February 4, 2016. Mr. Abelman is Director, Legal & External Affairs and General Counsel at BAT. RAI’s Board will vote upon Mr. Abelman’s formal nomination and election to the Board at its regularly scheduled February 4, 2016 meeting. A copy of the press release announcing the foregoing resignation and designation is attached to this report as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following is furnished as an Exhibit to this Report.

Number	Exhibit
99.1	Press Release of Reynolds American Inc., dated January 15, 2016.

SIGNATURE

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 thereunto duly authorized.

Date: January 15, 2016

REYNOLDS AMERICAN INC.
By:	/s/ McDara P. Folan, III
Name:	McDara P. Folan, III
Title:	Senior Vice President, Deputy General Counsel and Secretary

INDEX TO EXHIBITS

Number	Exhibit
99.1	Press Release of Reynolds American Inc., dated January 15, 2016.

EX-99.1

Exhibit 99.1

Reynolds American Inc. P.O. Box 2990 Winston-Salem, NC 27102-2990

Contact: Investor Relations: Morris Moore (336) 741-3116 Media: Jane Seccombe (336) 741-5068 RAI 2016-03

RAI board member Daly resigns;

Jerome Abelman designated to succeed him

WINSTON-SALEM, N.C. – Jan. 15, 2016 –Reynolds American Inc. (NYSE: RAI) announced today that John P. Daly has resigned as a member of RAI’s board of directors, effective Feb. 4.

Daly has served on RAI’s board since December 2010, one of five board members designated by Brown & Williamson Holdings, Inc. (B&W), a subsidiary of British American Tobacco p.l.c. (BAT), under the terms of the 2004 governance agreement, as amended, between RAI, B&W and BAT. His three-year term as a Class II director was scheduled to expire in 2018. Daly, former chief operating officer at BAT, retired from BAT in 2014.

Jerome Abelman, director of legal and external affairs, and general counsel at BAT, has been designated by BAT for nomination to RAI’s board to succeed Daly, effective Feb. 4. RAI’s board will vote on Abelman’s formal nomination at its regularly scheduled Feb. 4 meeting.

“John has given us outstanding business advice and counsel to the benefit of RAI and its shareholders, and we wish him the very best in retirement,” said Thomas C. Wajnert, chairman of RAI’s board.

Abelman has been with the BAT Group for 13 years and has held a number of legal, corporate and regulatory roles. He joined BAT’s management board as director, corporate and regulatory affairs, in January 2015, and was appointed director, legal and external affairs, and general counsel in May 2015.

Abelman has a bachelor’s degree from Tulane University in New Orleans, La., and a Juris Doctor degree from Pace University School of Law in New York.

Web Disclosure

RAI’s website, www.reynoldsamerican.com, is the primary source of publicly disclosed news about RAI and its operating companies. We use the website as our primary means of distributing quarterly earnings and other company news. We encourage investors and others to register at www.reynoldsamerican.com to receive alerts when news about the company has been posted.

ABOUT US

Reynolds American Inc. (NYSE: RAI) is the parent company of R.J. Reynolds Tobacco Company; Santa Fe Natural Tobacco Company, Inc.; American Snuff Company, LLC; Niconovum USA, Inc.; Niconovum AB; and R.J. Reynolds Vapor Company.

• R.J. Reynolds Tobacco Company is the second-largest U.S. tobacco company. R.J. Reynolds’ brands include Newport, Camel and Pall Mall.

• Santa Fe Natural Tobacco Company, Inc. manufactures and markets Natural American Spirit products.

• American Snuff Company, LLC is the nation’s second-largest manufacturer of smokeless tobacco products. Its leading brands are Grizzly and Kodiak.

• Niconovum USA, Inc. and Niconovum AB market innovative nicotine replacement therapy products in the U.S. and Sweden, respectively, under the ZONNIC brand name.

• R.J. Reynolds Vapor Company manufactures and markets VUSE e-cigarettes.

Copies of RAI’s news releases, annual reports, SEC filings and other financial materials, including risk factors containing forward-looking information, are available at www.reynoldsamerican.com. To learn how RAI and its operating companies are transforming the tobacco industry, go to the RAI website, Transforming Tobacco.

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