- Current report filing (8-K)
December 10 2008 - 3:58PM
Edgar (US Regulatory)
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 4, 2008
Reynolds American Inc.
(Exact Name of Registrant as Specified in its Charter)
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North Carolina
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1-32258
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20-0546644
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(State or Other Jurisdiction
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(Commission
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(IRS Employer
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of Incorporation)
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File Number)
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Identification No.)
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401 North Main Street,
Winston-Salem, NC 27101
(Address of Principal Executive Offices) (Zip Code)
Registrants telephone number, including area code:
336-741-2000
Not Applicable
(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 (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR
240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
(b) and (d). On December 4, 2008, the Board of Directors, referred to as the Board, of
Reynolds American Inc., referred to as RAI, accepted the resignation of Antonio Monteiro de Castro,
who has served as a Class II Director on RAIs Board since July 2004, as a designee of Brown &
Williamson Holdings, Inc., referred to as B&W, a subsidiary of British American Tobacco p.l.c.,
referred to as BAT. In addition, on December 4, 2008, RAIs Board elected Nicandro Durante to
serve on RAIs Board as a Class II Director. A copy of the press release announcing the foregoing
Board resignation and election is attached to this Report as Exhibit 99.1.
Under the terms of a July 30, 2004 governance agreement, as amended, among RAI, B&W and BAT,
B&W has the right, based on its current ownership of approximately 42% of RAI common stock, to
designate five people for nomination to RAIs Board; after the December 4, 2008 election of Mr.
Durante as a Director, RAIs Board is comprised of 13 Directors. In addition to Mr. Durante, the
other current RAI Directors who have been designated by B&W as such pursuant to the foregoing
governance agreement are: Betsy S. Atkins (a Class I Director),
H.G.L. (Hugo) Powell (a Class II
Director), and Martin D. Feinstein and Neil R. Withington (each a Class III Director). Each class
of RAI Directors serves a staggered three-year term, with the term of the Class I, Class II and
Class III Directors ending generally on the date of the RAI annual shareholders meeting held in
2011, 2009 and 2010, respectively.
In consideration for the RAI Board service of Mr. Durante, who is a full-time employee of BAT,
RAI will pay BAT the amount of $237,500 per year; that amount is in lieu of any other compensation
(other than the reimbursement of certain expenses) to which Mr. Durante otherwise would be entitled
in his capacity as a member of RAIs Board. Mr. Durante has entered into an indemnification
agreement with RAI, the same indemnification agreement which RAI offers to all of its executive
officers and directors. Such indemnification agreement was filed as Exhibit 10.1 to RAIs Form 8-K
dated February 1, 2005, and is incorporated by reference herein.
(e). On December 4, 2008, RAIs Board, based upon a recommendation from its Compensation and
Leadership Development Committee, approved certain amendments to RAIs Executive Severance Plan,
referred to as the ESP. Such amendments consist of (1) modifications to benefits for
notifications of termination after December 31, 2009, including the form of payouts, elimination of
service accruals during the severance period, elimination of 401(k)
make-whole payments, reduction of the medical coverage make-whole period and cessation of all
other benefits at termination, (2) addition of a claw-back
provision for breaches of non-competition, non-disclosure or similar obligations, (3) clarification
of the change of control definition, (4) addition of an employer right to cure in the event of an
alleged good reason termination and (5) certain other non-material changes. A copy of the
amended and restated ESP is attached to this Report as Exhibit 10.1.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
December 4, 2008, RAIs Board approved certain amendments to the Bylaws of RAI.
Such amendments consist of (1) clarification of the advance notice provisions for shareholder
proposals and nominations for persons for election to the Board, (2) additions to the disclosure
required in a shareholders notice to submit business to an annual meeting, including the
disclosure of: any shareholder related person, as such term is defined in RAIs Bylaws; shares
beneficially owned by any such shareholder related person; any derivative securities, hedging or
swap arrangements, proxy rights to vote, short interests, dividend rights, performance-related fees
or arrangements giving notice to the shareholder related person relating to RAI; whether the
shareholder or shareholder related person intends to deliver a proxy statement to the percentage of
shareholders required to approve the proposal; and any other
material interest of the shareholder related person and (3) certain other non-material changes. A
copy of RAIs amended and restated Bylaws is attached to this Report as Exhibit 3.1.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following are filed as Exhibits to this Report.
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Number
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Exhibit
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3.1
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Amended and Restated Bylaws of Reynolds American Inc., dated December 4, 2008.
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10.1
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Reynolds American Inc. Executive
Severance Plan, as amended and restated effective January 1,
2009.
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99.1
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Press Release of Reynolds American Inc., dated December 4, 2008.
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SIGNATURE
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.
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REYNOLDS AMERICAN INC.
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By:
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/s/ McDara P. Folan, III
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Name: McDara P. Folan, III
Title: Senior Vice President, Deputy General Counsel and
Secretary
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Date: December 10, 2008
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INDEX TO EXHIBITS
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Number
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Exhibit
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3.1
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Amended and Restated Bylaws of Reynolds American Inc., dated
December 4, 2008.
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10.1
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Reynolds American Inc., Executive Severance Plan, as amended and
restated effective January 1, 2009.
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99.1
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Press Release of Reynolds American Inc., dated December 4, 2008.
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