ALTRIA GROUP INC
For the period ended May 16, 2024. Filed Apr 4, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 16, 2024 · Filed Apr 4, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
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| ☑ | Filed by the Registrant | ☐ | Filed by a party other than the Registrant |
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| CHECK THE APPROPRIATE BOX: | |||
| ☐ | | Preliminary Proxy Statement | |
| ☐ | | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ☑ | | Definitive Proxy Statement | |
| ☐ | | Definitive Additional Materials | |
| ☐ | | Soliciting Material under §240.14a-12 | |
Altria Group, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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| PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY): | |||
| ☐ | | No fee required | |
| ☐ | | Fee paid previously with preliminary materials | |
| ☐ | | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 | |
2023 Awards & Recognition
Altria Certified a Great Place to WorkFor the fourth year in a row, Altria earned national recognition as a Great Place to Work Certified™ Company. Using validated employee feedback, certification confirms 88% of employees who participated in the survey said Altria is a great place to work compared to 57% of employees at a typical U.S.-based company.
Best Workplaces in Manufacturing & ProductionFor the third year in a row, Great Place to Work® and Fortune magazine named Altria one of the Best Workplaces in Manufacturing & Production™. We placed 6th on the prestigious list in 2023.
Best Place to Work for Disability InclusionAltria received a top score of 100 on the Disability Equality Index Best Place to Work for Disability Inclusion by Disability:IN and American Association of People with Disabilities.
CDP GlobalAltria has been recognized as a member of the CDP 2023 Supplier Engagement Leaderboard for climate change, highlighting our work in sustainable supply chain management. Our Supplier Engagement Rating positions us amongst leading companies who disclosed to CDP’s full climate change questionnaire.
CPA-Zicklin IndexIn 2023, the Center for Political Accountability (“CPA”) again ranked Altria 5th among the top 1,000 companies in the FTSE Russell Index on the CPA-Zicklin Index and for the eighth consecutive year designated Altria as a "trendsetter" in this area. The CPA-Zicklin Index measures political transparency among the top 1,000 companies in the FTSE Russell Index and their voluntary disclosures of political spending.
Certified Age Friendly EmployerAltria is proud to be nationally certified as an Age-Friendly Employer by the Age Friendly Institute. The certification recognizes employers that stand apart in the U.S. workplace and the communities where they conduct business.
Human Rights CampaignFor the sixth year, Altria received a perfect score of 100 in Human Rights Campaign's Corporate Equality Index for LGBTQ+ inclusive workplace policies and practices and was recognized as one of the Human Rights Campaign’s “Equality 100: Leaders in LGBTQ+ Workplace Inclusion.”
Points of LightFor the 11th year in a row, Altria was recognized by Points of Light as one of the 50 most community-minded companies in the nation. The Civic 50 honors companies and their employees for their commitment to supporting communities and advancing social causes.
Third-party company names and logos are trademarks of their respective owners and included for informational purposes only.
| 6601 West Broad Street Richmond, Virginia 23230 | | | ||||
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| | Dear Fellow Shareholder: | | | |||
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| I am pleased to invite you to join us at the 2024 Annual Meeting of Shareholders of Altria Group, Inc. to be held on Thursday, May 16, 2024 at 9:00 a.m., Eastern Time. We will hold the meeting via live webcast again this year. We believe the virtual format enhances the ability of shareholders to attend the meeting. During the meeting, shareholders will be able to vote their shares electronically and will have an opportunity to ask questions. In addition, we will post a webcast replay to our Investor Relations website at https://www.altria.com/investors following the meeting. For more information on the meeting, including details on how to attend, see “Instructions for the Annual Meeting” on page 77 of this Proxy Statement.At this year’s meeting, we will vote on the election of 10 directors, the ratification of the selection of PricewaterhouseCoopers LLP as Altria’s independent registered public accounting firm and, if properly presented, three shareholder proposals. We will also conduct a non-binding advisory vote on the compensation of Altria’s named executive officers. Your vote is very important. I encourage you to complete, sign and return your proxy card or voting instruction form, or use telephone or internet voting prior to the meeting, so that your shares will be represented and voted at the meeting even if you cannot attend.Sincerely,William F. Gifford, Jr.Chief Executive Officer | ||||||
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| | | | For further informationabout the 2024 AnnualMeeting, please call1-804-484-8838. | | ||
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Letter from our Board of Directors
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| Dear Fellow Shareholder:We take great pride in serving as Altria’s Board of Directors (“Board” or “Board of Directors”) and remain focused on furthering Altria’s long-term success by establishing broad corporate policies, setting strategic direction and overseeing management.We support Altria’s commitment to harm reduction and are excited by the meaningful progress made during 2023 toward our Vision to “Responsibly lead the transition of adult smokers to a smoke-free future.” We recognize the importance of returning cash to shareholders and are pleased to have raised the regular quarterly dividend for the 58th time in the past 54 years during a dynamic business environment.In discharging our responsibilities, we actively review Altria’s corporate responsibility efforts and oversee senior management as they lead employees in fostering an inclusive and equitable corporate culture. We encourage you to read more about Altria’s corporate responsibility initiatives and progress in the various reports available at https://www.altria.com/responsibility.We thank you for your investment in Altria and your support for the Board.Sincerely,Your Board of Directors | | ||
| Your Board of DirectorsKathryn B. McQuade (Chair)Ian L.T. ClarkeMarjorie M. ConnellyR. Matt DavisWilIiam F. Gifford, Jr.Debra J. Kelly-EnnisGeorge MuñozNabil Y. SakkabVirginia E. ShanksEllen R. StrahlmanM. Max Yzaguirre | |||
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Notice of 2024 Annual Meeting of Shareholders
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| Date and TimeThursday, May 16, 2024 at 9:00 a.m., Eastern Time. | PlaceThere is no physical location for Altria’s 2024 Annual Meeting. Shareholders may attend virtually at www.virtualshareholdermeeting.com/ALTRIA2024. | Who can voteYou are entitled to vote if you were a shareholder of record at the close of business on March 25, 2024. |
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| Items of Business | Board Recommendation | | Read More | ||
| Proposal 1To elect as directors the 10 nominees named in the accompanying Proxy Statement. | FOR each nominee | | Page 16 | ||
| Proposal 2To ratify the selection of PricewaterhouseCoopers LLP as Altria’s independent registered public accounting firm for the fiscal year ending December 31, 2024. | FOR | | Page 24 | ||
| Proposal 3To hold a non-binding advisory vote to approve the compensation of Altria’s named executive officers. | FOR | | Page 63 | ||
| Proposals 4 - 6To vote on three shareholder proposals, if properly presented at the meeting. | AGAINST | | Page 64 | ||
| Shareholders will also act on other business that properly comes before the meeting, if any.Attending the Meeting - To attend the meeting, visit www.virtualshareholdermeeting.com/ALTRIA2024 and enter the 16-digit control number included on your proxy card, Notice of Internet Availability of Proxy Materials, voting instruction form or e-delivery notification. For instructions on attending the meeting, please see “Instructions for the Annual Meeting” on page 77 of this Proxy Statement.2023 Annual Report - A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (“2023 Form 10-K”) accompanies this Proxy Statement.Date of Distribution - This Notice, the Proxy Statement and the proxy card are first being made available or mailed to shareholders on or about April 4, 2024. | |||||
| Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on May 16, 2024:Altria’s Notice of Annual Meeting, Proxy Statement and 2023 Form 10-K are available, free of charge, at https://www.altria.com/proxy.Under the U.S. Securities and Exchange Commission (“SEC”) rule that allows companies to furnish proxy materials to their shareholders over the Internet, we mail to many shareholders a Notice of Internet Availability of Proxy Materials, rather than a paper copy of this Proxy Statement and our 2023 Form 10-K. We believe this expedites shareholders receiving proxy materials, lowers costs and conserves natural resources. The Notice of Internet Availability of Proxy Materials explains how to access the proxy materials online, vote online and obtain a paper copy of our proxy materials. | |||||
By Order of the Board of Directors,
W. Hildebrandt Surgner, Jr.
Vice President, Corporate Secretary and Associate General Counsel
April 4, 2024
Richmond, Virginia
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.