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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 8, 2024



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.)

677 Washington Blvd, Ste. 1100StamfordConnecticut06901
(Address of principal executive offices)(Zip Code)


Registrant's telephone number, including area code: (203) 905-2410
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, no par valuePMNew York Stock Exchange
2.875% Notes due 2024PM24New 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 5.07.Submission of Matters to a Vote of Security Holders.

On May 8, 2024, Philip Morris International Inc. (the “Company”) held its Annual Meeting of Shareholders (“Annual Meeting”). On the record date of March 15, 2024, there were 1,554,551,026 shares of common stock issued and outstanding. At the Annual Meeting a quorum of 1,243,484,160 shares of common stock was represented in person or by proxy. 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 Bough1,066,926,7864,544,4671,482,698170,530,209
André Calantzopoulos1,058,078,44013,604,3541,271,157170,530,209
Michel Combes1,058,123,94613,360,0821,469,923170,530,209
Juan José Daboub1,065,375,4046,073,7841,504,763170,530,209
Werner Geissler1,029,110,66542,225,1001,618,186170,530,209
Victoria Harker1,068,307,2833,247,4421,399,226170,530,209
Lisa A. Hook1,057,151,30314,580,2921,222,356170,530,209
Kalpana Morparia1,010,372,48159,830,7062,750,764170,530,209
Jacek Olczak1,068,020,1883,706,2001,227,563170,530,209
Robert B. Polet1,055,013,06115,295,4192,645,471170,530,209
Dessislava Temperley1,032,402,29939,001,4981,550,154170,530,209
Shlomo Yanai1,058,765,68812,689,0531,499,210170,530,209

All director nominees were duly elected.

Proposal 2: Advisory Vote Approving Executive Compensation.

ForAgainstAbstainBroker Non-Vote
990,222,98075,919,7756,811,196170,530,209

The proposal was approved on an advisory basis.

Proposal 3: Ratification of the Selection of PricewaterhouseCoopers SA as Independent Auditors for the fiscal year ending December 31, 2024.

ForAgainstAbstain
1,224,834,20616,409,8572,240,097

The proposal was approved.


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 9, 2024