- Current report filing (8-K)
July 18 2011 - 10:49AM
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) July 14, 2011
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
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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401 North Main Street,
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Winston-Salem, NC 27101
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(Address of Principal Executive Offices) (Zip Code)
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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))
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ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
At its meeting on July 14, 2011, the Board of Directors,
referred to as the Board, of Reynolds American Inc., referred to as RAI, elected H. Richard Kahler to serve on RAIs Board as a Class I Director and appointed him to serve on the Boards Compensation and Leadership Development
Committee. Mr. Kahler is 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. (A copy of the press release announcing the foregoing Board and
Board Committee appointments 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, referred to as the governance agreement, 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 three of which must be independent directors as defined under the New York Stock Exchange listing standards and the governance agreement. After the July 14, 2011 election of Mr. Kahler, RAIs Board is comprised
of 12 Directors. In addition to Mr. Kahler, the other current RAI Directors who have been designated as independent directors by B&W pursuant to the governance agreement are: H.G.L. (Hugo) Powell (Class II Director) and Martin D.
Feinstein (Class III Director). The other current RAI Directors designated by B&W pursuant to the governance agreement are: John P. Daly (Class II Director) and Neil R. Withington (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 2014, 2012 and 2013, respectively.
Mr. Kahlers initial term as a Class I Director, however, is scheduled to expire on the date of RAIs 2012 annual shareholders meeting because under the law of North Carolina (the state in which RAI is incorporated), the
term of a director elected to fill a vacancy will expire at the next shareholders meeting at which directors are elected (notwithstanding that the term of the other Directors in that same class is not yet scheduled to expire).
Mr. Kahler is eligible to participate in the non-employee director compensation arrangements described in the Reynolds American Inc.
Outside Directors Compensation Summary, which summary was filed as Exhibit 10.28 to RAIs Annual Report on Form 10-K for the fiscal year ended December 31, 2010 and which is incorporated herein by reference. Mr. Kahler 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.
ITEM 9.01 Financial Statements and Exhibits.
The following is furnished as an
Exhibit to this Report.
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Number
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Exhibit
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99.1
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Press Release of Reynolds American Inc., dated July 15, 2011.
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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:
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McDara P. Folan, III
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Title:
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Senior Vice President, Deputy General
Counsel and Secretary
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Date: July 18, 2011
INDEX TO EXHIBITS
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Number
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Exhibit
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99.1
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Press Release of Reynolds American Inc., dated July 15, 2011.
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