5 unchanged sentences
Other Information.
−Removed: On February 6, 2024, Jun Makihara informed PMI's board of directors (the “Board”) that he will not stand for re-election to the Board at our 2024 annual meeting of shareholders.
−Removed: Makihara’s decision not to stand for re-election to the Board was not a result of any disagreement with the Company.
+Added: On February 4, 2025, Juan José Daboub informed PMI's board of directors (the “Board”) that he will not stand for re-election to the Board at our 2025 annual meeting of shareholders.
+Added: Daboub’s decision not to stand for re-election to the Board was not a result of any disagreement with the Company.
During the three months ended December 31, 2024, no director or officer of PMI adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as such terms are defined in Item 408(a) of Regulation S-K.
12 unchanged sentences
Reginaldo Dobrowolski Vice President and Controller 50
+Added: Vassilis Gkatzelis President, East Asia, Australia, and PMI Duty Free Region 47
Yann Guérin Senior Vice President and General Counsel 48
Stacey Kennedy President, Americas Region & CEO of PMI's U.S.
−Removed: Paul Riley President, East Asia, Australia, and PMI Duty Free Region 58
Stefano Volpetti President, Smoke-Free Inhalable Products & Chief Consumer Officer 53
45 unchanged sentences
Dobrowolski held various roles in our Finance department, including Director Corporate Financial Planning & Reporting from October 2014 until May 2019.
+Added: Vassilis Gkatzelis – Age 47
+Added: Gkatzelis was appointed as our President, East Asia, Australia, and PMI Duty Free Region in May 2024.
+Added: Previously, he served as our President Director, PT HM Sampoerna Tbk, PMI’s affiliate listed on the Indonesia Stock Exchange, overseeing the smoke-free and combustible business since 2022.
+Added: Gkatzelis joined PMI in 2003 as a management trainee at Philip Morris Greece during the acquisition and integration with Papastratos.
+Added: He has held roles of increasing responsibilities in marketing, sales, and general management across markets in Asia, Europe, Middle East & Africa, and in the Global Operations Center in Switzerland, where he served as Director of Commercial Approach Strategy & Deployment.
+Added: Since 2014, he assumed roles in general management, including General Manager, Morocco and Managing Director, Egypt & Levant, where he and his team built the smoke-free product category across all markets of the cluster.
+Added: Before joining PMI, he worked at L’Oréal.
Yann Guérin - Age 48
12 unchanged sentences
Throughout her career, she held a number of positions of increasing responsibility in commercial and general management.
−Removed: Paul Riley – Age 58
−Removed: Riley was appointed as our President, East Asia, Australia, and PMI Duty Free Region in January 2023.
−Removed: Previously, he served as our President, East Asia and Australia Region from January 2018.
−Removed: From 2015 until 2018, Mr.
−Removed: Riley served as President of Philip Morris Japan.
−Removed: Riley joined Philip Morris Australia in 1988.
−Removed: Over the following two decades, he held a number of positions in Australia, Hong Kong, and Japan, before being named Managing Director, Serbia & Montenegro in 2010.
−Removed: Riley returned to the Asia Region in 2013, when he became President of Philip Morris Fortune Tobacco Corporation in the Philippines.
Stefano Volpetti – Age 53
5 unchanged sentences
Volpetti also served as Chief Marketing Officer at Luxottica Group S.p.A, an Italian eyewear conglomerate, in 2015.
+Added: Insider Trading Policies and Procedures
+Added: We have adopted an insider trading policy that governs the purchase, sale, and/or other dispositions of our securities that applies to our directors, officers, employees, and other covered persons and entities, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards.
+Added: A copy of our insider trading policy is filed with this Annual Report on Form 10-K as Exhibit 19.
Codes of Ethics and Corporate Governance
We have adopted a code of ethics, which we call the Code of Conduct.
−Removed: The Code of Conduct complies with requirements set forth in Item 406 of Regulation S-K, applies to all of our employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions.
−Removed: We have also adopted a code of business conduct and ethics that applies to the members of our Board of Directors.
−Removed: These documents are available free of charge on our website at www.pmi.com.
+Added: The Code of Conduct complies with requirements set forth in Item 406 of Regulation S-K, applies to our Board of Directors and to all of our employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions.
+Added: The Code of Conduct is available free of charge on our website at www.pmi.com.
In addition, we have adopted corporate governance guidelines and charters for our Audit and Risk, Compensation and Leadership Development, Science and Technology and Nominating and Corporate Governance committees of the Board of Directors.
3 unchanged sentences
The information on our website is not, and shall not be deemed to be, a part of this Report or incorporated into any other filings made with the SEC.
−Removed: Also refer to Board Operations and Governance—Committees of the Board , Election of Directors—Process for Nominating Directors, Election of Directors—Director Nominees and Stock Ownership Information and Availability of Reports, Other Matters and 2024 Annual Meetings—2024 Annual Meeting sections of the proxy statement.
+Added: Also refer to Board Operations and Governance—Committees of the Board , Election of Directors—Process for Nominating Directors, Election of Directors—Director Nominees , Stock Ownership Information and Availability of Reports, Other Matters and 2026 Annual Meeting—2026 Annual Meeting sections of the proxy statement.
Executive Compensation.
84 unchanged sentences
10.27 — Amendment and Extension Agreement, dated as of September 20, 2023 among PMI, the lenders named therein, Citibank Europe PLC, UK Branch, as facility agent, and Citibank, N.A., as swingline agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed September 20, 2023).
−Removed: 10.28 — A mendment to the Term Loan Credit Agreement, dated as of November 10, 2023.
+Added: 10.28 — Amendment to the Term Loan Credit Agreement, dated as of November 10, 2023 (incorporated by reference to Exhibit 10.28 to the Annual Report on Form 10-K for the year ended December 31, 202 3) .
10.29 — Purchase Agreement with Altria Client Services LLC, effective October 19, 2022 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed October 20, 2022).
+Added: 10.30 — Extension Agreement, dated as of January 24, 2024 among PMI, the lenders named therein, and Citibank Europe plc, UK Branch (legal successor to Citibank International Limited), as administrative agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed January 24, 2024).
+Added: 10.31 — Terms Agreement, dated October 30, 2024, among PMI and BBVA Securities Inc., BofA Securities, Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co.
+Added: LLC, Wells Fargo Securities, LLC, Barclays Capital Inc., Citigroup Global Markets Inc., Mizuho Securities USA LLC and UBS Securities LLC, as representatives of the several underwriters named therein (incorporated by reference to Exhibit 1.2 to the Current Report on Form 8-K filed November 1, 2024).
10.32 — Philip Morris International Inc.
2017 Performance Incentive Plan, effective May 3, 2017 (incorporated by reference to Exhibit B to the Definitive Proxy Statement filed on March 23, 2017).
−Removed: 10.31 — Pension Fund of Philip Morris in Switzerland (IC), effective January 1, 2022.
−Removed: (incorporated by reference to Exhibit 10.28 to the Annual Report on Form 10-K for the year ended December 31, 2022).
+Added: 10.33 — Pension Fund of Philip Morris in Switzerland (IC), effective January 1, 2022 (incorporated by reference to Exhibit 10.28 to the Annual Report on Form 10-K for the year ended December 31, 2022).
+Added: 10.34 — Amended and Restated Pension Fund of Philip Morris in S witzerland (IC), effective January 1, 2024 .
10.35 — Summary of Supplemental Pension Plan of Philip Morris in Switzerland, effective December 15, 2022 (incorporated by reference to Exhibit 10.29 to the Annual Report on Form 10-K for the year ended December 31, 2022).
10.36 — Philip Morris International Inc.
−Removed: Amended and Restated Automobile Policy, dated as of September 1, 2023 .
+Added: Amended and Restated Automobile Policy, dated as of September 1, 2023 (incorporated by reference to Exhibit 10.33 to the Annual Report on Form 10-K for the year ended December 31, 202 3) .
10.37 — Form of Restated Employee Grantor Trust Enrollment Agreement (Executive Trust Arrangement) (incorporated by reference to Exhibit 10.18 to the Registration Statement on Form 10 filed February 7, 2008).
19 unchanged sentences
King, effective June 1, 2020 (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2020).*
−Removed: 10.48 — Restricted Stock Unit Agreement (2021 Grant) (Martin G.
−Removed: King) (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed February 9, 2021).
−Removed: 10.49 — Performance Stock Unit Agreement (2021 Grant) (Martin G.
−Removed: King) (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed February 9, 2021).
10.51 — Separation Agreement and Release with Martin G.
4 unchanged sentences
The Employment Agreement was previously filed as Exhibit 10.4 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, and is incorporated by reference to this Exhibit 10.53.
−Removed: 10.53 — S upplemental letter to the Employment Agreement with Jacek Olczak, effective April 1, 2023 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2023) .*
+Added: 10.54 — Supplemental letter to the Employment Agreement with Jacek Olczak, effective April 1, 2023 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2023) .*
10.55 — Supplemental Letter to the Employment Agreement (as amended) with Miroslaw Zielinski (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2019).
2 unchanged sentences
10.57 — Employment Agreement with Emmanuel Babeau, effective as of May 1, 2020 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed March 2, 2020).*
−Removed: 10.57 — Restricted Stock Unit Agreement (2021 Grant) (Emmanuel Babeau) (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed February 9, 2021).
−Removed: 10.58 — Performance Stock Unit Agreement (2021 Grant) (Emmanuel Babeau) (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed February 9, 2021).
+Added: 10.58 — Supplemental Letter to the Employment Agreement with Emmanuel Babeau, effective February 1, 2024 (incorporated by reference to Exhibit 10.10 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2024).
10.59 — Restricted Stock Unit Agreement (2022 Grant) (Emmanuel Babeau) (incorporated by reference to Exhibit 10.11 to the Quarterly Report on Form 10-Q for the Quarter ended March 31, 2022)*
10.60 — Performance Stock Unit Agreement (2022 Grant) (Emmanuel Babeau) (incorporated by reference to Exhibit 10.12 to the Quarterly Report on Form 10-Q for the Quarter ended March 31, 2022) *
−Removed: 10.61 — Employment Agreement with Frederic de Wilde, effective July 1, 2011 (incorporated by reference to Exhibit 10.12 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2021).
−Removed: 10.62 — Supplemental Letter to the Employment Agreement with Frederic de Wilde, effective July 1, 2015 (incorporated by reference to Exhibit 10.13 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2021).
−Removed: 10.63 — Employment Agreement with Stefano Volpetti, effective June 1, 2019 (incorporated by reference to Exhibit 10.10 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2021).
10.61 — Supplemental Letter to the Employment Agreement with Stefano Volpetti, effective June 1, 2019 (incorporated by reference to Exhibit 10.11 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2021).
7 unchanged sentences
Camilleri (incorporated by reference to Exhibit 10.25 to the Registration Statement on Form 10 filed February 7, 2008).
+Added: 10.69 — Employment Agreement with Stacey Kennedy, effective July 1, 2023 (incorporated by reference to Exhibit 10.11 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 ).*
+Added: 10.70 — Supplemental Letter to the Employment Agreement with Stacey Kennedy, effective July 1, 2023 (incorporated by reference to Exhibit 10.12 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2024).
+Added: 10.71 — Supplemental Letter to the Employment Agreement with Stacey Kennedy, effective March 21, 2024 (incorporated by reference to Exhibit 10.13 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2024).
10.72 — Form of Supplemental Equalization Plan Employee Grantor Trust Enrollment Agreement (Secular Trust) (incorporated by reference to Exhibit 10.31 to the Annual Report on Form 10-K for the year ended December 31, 2008).
3 unchanged sentences
10.75 — Philip Morris International Inc.
+Added: Form of Amended and Restated Indemnification Agreement with Directors and Executive Officers (incorporated by reference to Exhibit 10.14 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2024).
+Added: 10.76 — Philip Morris International Inc.
Tax Return Preparation Services Policy (incorporated by reference to Exhibit 10.51 to the Annual Report on Form 10-K for the year ended December 31, 2014).*
−Removed: 10.76 — Form of Restricted Stock Unit Agreement (2021 Grants) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed February 9, 2021).*
−Removed: 10.77 — Form of Performance Share Unit Agreement (2021 Grants) (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed February 9, 2021).*
10.77 — Form of Restricted Stock Unit Agreement (2023 Grant) (Emmanuel Babeau).
4 unchanged sentences
(incorporated by reference to Exhibit 10.80 to the Annual Report on Form 10-K for the year ended December 31, 2022).
−Removed: 10.81 — Supplemental Letter to the Employment Agreement with Frederic de Wilde, effective January 31, 2023 (incorporated by reference to Exhibit 10.
−Removed: 81 to the Annual Report on Form 10-K for the year ended December 31, 2022).
+Added: 10.80 — Supplemental Letter to the Employment Agreement with Frederic de Wilde, effective January 31, 2023 (incorporated by reference to Exhibit 10.81 to the Annual Report on Form 10-K for the year ended December 31, 2022).
10.81 — Employment Agreement with Frederic de Wilde, effective March 1, 2023 (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2023.) *
8 unchanged sentences
10.89 — Form of Restricted Stock Unit Agreement (by tranches) (2023 Grants) (incorporated by reference to Exhibit 10.87 to the Annual Report on Form 10-K For the year ended December 31, 2022).
−Removed: 10.91 — Form of Restricted Stock Unit Agreement (2024 Grants).
−Removed: 10.92 — Form of Performance Share Unit Agreement (2024 Grants).
−Removed: 10.93 — Form of Restricted Stock Unit Agreement (by tranches) (2024 Grants).
−Removed: 10.94 — Form of Restricted Stock Unit Agreement (2024 Grant) (Emmanuel Babeau).
−Removed: 10.95 — Form of Performance Share Unit Agreement (2024 Grant) (Emmanuel Babeau).
−Removed: 10.96 — Form of Restricted Stock Unit Agreement (2024 Grant) (Swedish Match).
−Removed: 10.97 — Form of Performance Share Unit Agreement (2024 Grant) (Swedish Match).
+Added: 10.90 — Form of Restricted Stock Unit Agreement (2024 and 2025 Grants) (incorporated by reference to Exhibit 10.91 to the Annual Report on Form 10-K for the year ended December 31, 2023).
+Added: 10.91 — Form of Performance Share Unit Agreement (2024 and 2025 Grants) (incorporated by reference to Exhibit 10.92 to the Annual Report on Form 10-K for the year ended December 31, 2023).
+Added: 10.92 — Form of Restricted Stock Unit Agreement (by tranches) (2024 and 2025 Grants) (incorporated by reference to Exhibit 10.93 to the Annual Report on Form 10-K for the year ended December 31, 2023).
+Added: 10.93 — Form of Restricted Stock Unit Agreement (2024 and 2025 Grants) (Emmanuel Babeau) (incorporated by reference to Exhibit 10.94 to the Annual Report on Form 10-K for the year ended December 31, 2023).
+Added: 10.94 — Form of Performance Share Unit Agreement (2024 and 2025 Grants) (Emmanuel Babeau) (incorporated by reference to Exhibit 10.95 to the Annual Report on Form 10-K for the year ended December 31, 2023).
+Added: 10.95 — Form of Restricted Stock Unit Agreement (2024 and 2025 Grants) (Swedish Match) (incorporated by reference to Exhibit 10.96 to the Annual Report on Form 10-K for the year ended December 31, 2023).
+Added: 10.96 — Form of Performance Share Unit Agreement (2024 and 2025 Grants) (Swedish Match) (incorporated by reference to Exhibit 10.97 to the Annual Report on Form 10-K for the year ended December 31, 2023).
10.97 Settlement Agreement between Philip Morris Products S.A.
−Removed: and Nicoventures Trading Limited, dated February 1, 2024.
+Added: and Nicoventures Trading Limited, dated February 1, 2024 (incorporated by reference to Exhibit 19.98 to the Annual Report on Form 10-K for the year ended December 31, 2023).
+Added: 19 — Philip Morris International Inc.
+Added: Insider Trading Policy.
21 — Subsidiaries of Philip Morris International Inc.
7 unchanged sentences
97 — Philip Morris International Inc.
−Removed: Policy For Recovery of Erroneously Awarded Incentive Compensation, effective October 2, 2023, and Form of Acknowledgment and Agreement.
+Added: Policy For Recovery of Erroneously Awarded Incentive Compensation, effective October 2, 2023, and Form of Acknowledgment and Agreement (incorporated by reference to Exhibit 97 to the Annual Report on Form 10-K for the year ended December 31, 2023).
101.INS — XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
26 unchanged sentences
(Reginaldo Dobrowolski)
−Removed: /s/ ANDRÉ CALANTZOPOULOS Executive Chairman February 8, 2024
+Added: /s/ ANDRÉ CALANTZOPOULOS Non-Executive Chairman February 6, 2025
(André Calantzopoulos)
12 unchanged sentences
Director February 6, 2025
−Removed: /s/ JUN MAKIHARA
−Removed: Director February 8, 2024
−Removed: (Jun Makihara)
/s/ KALPANA MORPARIA
10 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.