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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): May 4, 2022



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

Virginia
1-33708
13-3435103
(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
2.375% 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.

As described below under Item 5.07, on May 4, 2022, shareholders of Philip Morris International Inc. (the "Company") approved the Philip Morris International Inc. 2022 Performance Incentive Plan. A summary of the material terms of the Philip Morris International Inc. 2022 Performance Incentive Plan is set forth under the caption "Approval of the 2022 Performance Incentive Plan" in the Company's proxy statement dated March 24, 2022 (the "Proxy Statement"). The summary is qualified in its entirety by reference to the Philip Morris International Inc. 2022 Performance Incentive Plan, filed as Exhibit B to the Proxy Statement, and attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference to this Item 5.02.



Item 5.07.
Submission of Matters to a Vote of Security Holders.


On May 4, 2022, the Company held its Annual Meeting of Shareholders (“Annual Meeting”). There were 1,253,884,403 shares of Common Stock, constituting 80.89% of outstanding shares on the record date (March 11, 2022), represented in person or by proxy at the meeting. The matters voted upon at the Annual Meeting and the results of such voting are set forth below:

Proposal 1: Election of Directors of the Company.

NameForAgainstAbstainBroker Non-Vote
Brant Bonin Bough1,068,273,3488,160,0282,765,053174,685,974
André Calantzopoulos1,057,452,83019,279,6522,465,947174,685,974
Michel Combes952,502,192123,967,7992,728,438174,685,974
Juan José Daboub1,051,823,10124,796,2122,579,116174,685,974
Werner Geissler1,003,694,23772,773,5102,730,682174,685,974
Lisa A. Hook1,042,884,55033,851,6582,462,221174,685,974
Jun Makihara1,051,871,23324,779,6212,547,575174,685,974
Kalpana Morparia1,039,277,07637,404,1602,517,193174,685,974
Lucio A. Noto1,007,768,80757,261,06214,168,560174,685,974
Jacek Olczak1,070,136,5906,602,9352,458,904174,685,974
Frederik Paulsen1,070,930,3845,633,9892,634,056174,685,974
Robert B. Polet1,031,484,12045,056,5872,657,722174,685,974
Dessislava Temperley1,065,112,81211,534,3992,551,218174,685,974
Shlomo Yanai1,053,734,87822,885,4662,578,085174,685,974

All director nominees were duly elected.










Proposal 2: Advisory Vote Approving Executive Compensation.

ForAgainstAbstainBroker Non-Vote
751,820,683322,282,8695,094,877174,685,974
The proposal was approved on an advisory basis.


Proposal 3: Approval of the Philip Morris International Inc. 2022 Performance Incentive Plan.


ForAgainstAbstainBroker Non-Vote
1,029,613,75045,308,3484,276,331174,685,974
The proposal was approved.


Proposal 4: Ratification of the Selection of PricewaterhouseCoopers SA as Independent Auditors for the fiscal year ending December 31, 2022.

ForAgainstAbstain
1,241,673,4099,067,6103,143,384
The proposal was approved.


Proposal 5: Shareholder Proposal to Phase Out all Production of PMI's Health-Hazardous and Addictive Products by 2025.

ForAgainstAbstainBroker Non-Vote
15,491,5491,043,750,95019,955,930174,685,974
The proposal was defeated.



















Item 9.01.
Financial Statements and Exhibits.

(d)
Exhibits.

10.1

104
Cover 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: May 6, 2022