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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): December 8, 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.)

677 Washington Blvd, Ste. 1100 Stamford Connecticut 06901
(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 class Trading Symbol(s) Name of each exchange on which registered
Common Stock, no par value PM New York Stock Exchange
2.625% Notes due 2023 PM23 New York Stock Exchange
2.125% Notes due 2023 PM23B New York Stock Exchange
3.600% Notes due 2023 PM23A New York Stock Exchange
2.875% Notes due 2024 PM24 New York Stock Exchange
2.875% Notes due 2024 PM24C New York Stock Exchange
0.625% Notes due 2024 PM24B New York Stock Exchange
3.250% Notes due 2024 PM24A New York Stock Exchange
2.750% Notes due 2025 PM25 New York Stock Exchange
3.375% Notes due 2025 PM25A New York Stock Exchange
2.750% Notes due 2026 PM26A New York Stock Exchange
2.875% Notes due 2026 PM26 New York Stock Exchange
0.125% Notes due 2026 PM26B New York Stock Exchange
3.125% Notes due 2027 PM27 New York Stock Exchange
3.125% Notes due 2028 PM28 New York Stock Exchange
2.875% Notes due 2029 PM29 New York Stock Exchange
3.375% Notes due 2029 PM29A New York Stock Exchange
0.800% Notes due 2031 PM31 New York Stock Exchange
3.125% Notes due 2033 PM33 New York Stock Exchange
2.000% Notes due 2036 PM36 New York Stock Exchange
1.875% Notes due 2037 PM37A New York Stock Exchange
6.375% Notes due 2038 PM38 New York Stock Exchange
1.450% Notes due 2039 PM39 New York Stock Exchange
4.375% Notes due 2041 PM41 New York Stock Exchange
4.500% Notes due 2042 PM42 New York Stock Exchange
3.875% Notes due 2042 PM42A New York Stock Exchange
4.125% Notes due 2043 PM43 New York Stock Exchange
4.875% Notes due 2043 PM43A New York Stock Exchange
4.250% Notes due 2044 PM44 New 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.

Appointment of Certain Officers

On December 8, 2022, the Board of Directors (the “Board”) of Philip Morris International Inc. (the “Company”) approved the appointment of Jorge Insuasty as the full-time President, Vectura Fertin Pharma, effective January 1, 2023. In connection with this appointment, Mr. Insuasty will no longer also serve as Chief Life Sciences Officer of the Company and Badrul Chowdhury, the Company’s Chief Life Sciences Officer, Smoke-Free Products, will report directly to the Company’s Chief Executive Officer, Jacek Olczak.

Mr. Insuasty will continue to report directly to Mr. Olczak, and no changes were made to Mr. Insuasty’s compensation arrangements in connection with the change in his role.

Compensatory Arrangements of Certain Officers

As part of the Company’s regional restructuring and as previously disclosed in the Company’s Current Report on Form 8-K filed on November 25, 2022, Frederic de Wilde, currently President, European Union Region, will be appointed President, South and Southeast Asia (SSEA), Commonwealth of Independent States (CIS), Middle East and Africa (MEA) Region. In connection with the foregoing, on December 8, 2022, the Board approved the following changes to Mr. de Wilde’s compensation, to be effective on his appointment:

Mr. de Wilde will be promoted to salary grade 26 and his base salary will be increased to CHF 1,000,008 (approximately $1,080,009 at the current exchange rate). Mr. de Wilde’s annual incentive compensation award target will be at 125% of his new base salary and his equity award target will be at 275% of his new base salary. The Company will provide additional information regarding the compensation of its named executive officers in the Company’s proxy statement for the 2023 Annual Shareholders Meeting.





























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: December 14, 2022



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