Current Report Filing (8-k)

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): March 22, 2021

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ALTRIA GROUP, INC.

(Exact name of registrant as specified in its charter)

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Virginia

1-08940

13-3260245

(State or other jurisdiction
of incorporation)

(Commission File Number)

(I.R.S. Employer
Identification No.)



6601 West Broad Street,	Richmond,	Virginia	23230
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (804) 274-2200

_______________________________________________________________________________________________________________

(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 Symbols	Name of each exchange on which registered
Common Stock, $0.33 1/3 par value	MO	New York Stock Exchange
1.000% Notes due 2023	MO23A	New York Stock Exchange
1.700% Notes due 2025	MO25	New York Stock Exchange
2.200% Notes due 2027	MO27	New York Stock Exchange
3.125% Notes due 2031	MO31	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. o

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 22, 2021, Thomas F. Farrell II, a director of Altria Group, Inc. (“Altria”) since 2008 and the independent Chairman of Altria’s Board of Directors (the “Board”), notified Altria of his decision to retire from service on the Board following the completion of his current term. Consequently, Mr. Farrell will not stand for re-election to the Board at Altria’s 2021 Annual Meeting of Shareholders (the “2021 Annual Meeting”), which is presently anticipated to be held on May 20, 2021. The Board will evaluate Board leadership succession and intends to appoint a new Chairman at its organizational meeting following the 2021 Annual Meeting.

Item 7.01. Regulation FD Disclosure.

In connection with Mr. Farrell’s decision to retire, Altria issued a press release on March 23, 2021, a copy of which is attached as Exhibit 99.1 and incorporated by reference in this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


			99.1			Altria Group, Inc. Press Release, dated March 23, 2021 (furnished under Item 7.01)
			104			The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101)

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.


			ALTRIA GROUP, INC.

			By:			/s/ W. HILDEBRANDT SURGNER, JR.
			Name:			W. Hildebrandt Surgner, Jr.
			Title:			Vice President, Corporate Secretary and
						Associate General Counsel