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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 3, 2023



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
2.125% Notes due 2023PM23BNew York Stock Exchange
3.600% Notes due 2023PM23ANew York Stock Exchange
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 5.07.
Submission of Matters to a Vote of Security Holders.
On May 3, 2023, Philip Morris International Inc. (the “Company”) held its Annual Meeting of Shareholders (“Annual Meeting”). On the record date of March 10, 2023, there were 1,552,147,867 shares of common stock issued and outstanding. At the Annual Meeting a quorum of 1,256,124,465 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.

Name
For
Against
Abstain
Broker Non-Vote
Brant Bonin Bough
1,082,778,740
6,141,074
1,908,983
165,295,668
André Calantzopoulos
1,069,214,994
20,184,764
1,429,039
165,295,668
Michel Combes
1,083,320,345
5,697,543
1,810,909
165,295,668
Juan José Daboub
1,056,177,179
32,889,438
1,762,180
165,295,668
Werner Geissler
1,059,790,224
29,036,004
2,002,569
165,295,668
Lisa A. Hook
1,028,955,730
60,327,460
1,545,607
165,295,668
Jun Makihara
1,074,604,459
14,528,038
1,696,300
165,295,668
Kalpana Morparia
950,373,175
138,884,409
1,571,213
165,295,668
Jacek Olczak
1,083,574,407
5,795,426
1,458,964
165,295,668
Robert B. Polet
1,040,591,121
48,553,503
1,684,173
165,295,668
Dessislava Temperley
1,075,141,795
13,954,413
1,732,589
165,295,668
Shlomo Yanai
1,058,420,942
30,664,272
1,743,583
165,295,668

All director nominees were duly elected.


Proposal 2: Advisory Vote Approving Executive Compensation.

For
Against
Abstain
Broker Non-Vote
803,503,078
283,031,720
4,293,999
165,295,668

The proposal was approved on an advisory basis.


Proposal 3: Advisory Vote on the Frequency of Future Advisory Votes to Approve the Compensation of our Named Executive Officers.


1 Year
2 Years
3 Years
Abstain
1,069,965,475
2,238,896
15,235,288
3,389,138
On an advisory basis, shareholders approved holding an advisory vote on the compensation of our named executive officers every 1 year. In light of the result of this advisory vote, and the recommendation by the Company’s Board of Directors that shareholders vote to hold future advisory votes on named executive officer compensation each year, the Company will hold such vote each year until the next required vote on the frequency of shareholder votes on named executive officer compensation.



Proposal 4: Ratification of the Selection of PricewaterhouseCoopers SA as Independent Auditors for the fiscal year ending December 31, 2023.

For
Against
Abstain
1,244,070,264
10,123,413
1,930,788


The proposal was approved.


Proposal 5: Shareholder Proposal to Make Nicotine Level Information Available to Customers and Begin Reducing Nicotine Levels.

For
Against
Abstain
Broker Non-Vote
34,466,375
1,037,645,879
18,716,543
165,295,668

The proposal was defeated.


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, 2023



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