ALTRIA GROUP INC

For the period ended May 15, 2025. Filed Apr 3, 2025.

About this filing

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 15, 2025 · Filed Apr 3, 2025

MO$76.12-1.9%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

Contents

Cover page

Show cover page

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.)


☑	Filed by the Registrant	☐	Filed by a party other than the Registrant

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)

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

How to Vote


	Vote By Internet		Vote By Telephone	Vote By Mail
■www.proxyvote.com		■Record Holders: 1-800-690-6903 (Toll-free in the U.S. or Canada only).■Street Name Holders: Refer to your voting instruction form for instructions on how to vote by telephone if made available by your broker, bank or other nominee.	■Complete, sign and mail your proxy card or voting instruction form in the self-addressed envelope provided.


	Vote By Mobile Device		Vote During Meeting
■Scan the QR Code that appears on your proxy card, Notice of Internet Availability of Proxy Materials or voting instruction form to vote using your mobile device.		■The meeting is being held via live webcast. For instructions on voting during the 2025 Annual Meeting, please see the “Instructions for the Annual Meeting” on page 73 of this Proxy Statement. We strongly encourage you to vote in advance of the meeting using the other methods available.

Our Vision

Responsibly lead the transition of adult smokers to a smoke-free future.

Today, we are Moving Beyond Smoking**™**, working to transform our business and our industry by taking action to transition millions of adult smokers away from cigarettes to potentially less harmful alternatives.

While we are working with urgency to achieve our Vision, we are also pursuing new opportunities for long-term, sustainable growth. We believe the capabilities we have built over decades of leadership in the nicotine space equip us to excel in other categories as well. As we pursue new avenues for growth, we will build from our strengths and be guided by our Purpose.

Our Purpose

Elevating the Everyday — one moment at a time

Tobacco products play an important role in the everyday lives of our adult tobacco consumers. They use tobacco products to provide a break, enhance a social moment with friends, reward themselves or offer a moment of indulgence. These everyday moments are easily overlooked, but they matter, and today our tobacco businesses are elevating them by:

■Offering high quality, satisfying experiences that meet the moment.

■Creating meaningful, personalized connections through our companies’ premium brands.

■Offering nicotine satisfaction with less social friction.

■Providing smoke-free alternatives with the potential to reduce risk.

■Maintaining responsibility as the bedrock of our businesses.

■Helping those who wish to quit using tobacco be more successful.

As we look to the future, we believe our Purpose will lead us to new opportunities that build from these strengths. There are many everyday moments waiting to be elevated, and they are not unique to adult tobacco consumers. We all have times throughout the day when we are looking to relax, focus, elevate our energy or relieve stress. Our Purpose will guide us as we pursue new opportunities – beyond nicotine and with a broader adult consumer base.

A LETTER FROM OUR CHIEF EXECUTIVE OFFICERWilliam F. Gifford, Jr.

	6601 West Broad StreetRichmond, Virginia 23230





Dear Fellow Shareholder:I am pleased to invite you to join us at the 2025 Annual Meeting of Shareholders of Altria Group, Inc. to be held on Thursday, May 15, 2025 at 9:00 a.m., Eastern Time. We will hold the meeting via live webcast. 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 website at www.altria.com under Investor Relations following the meeting. For more information on the meeting, including details on how to attend, see “Instructions for the Annual Meeting” on page 73 of this Proxy Statement.At this year’s meeting, we will vote on the election of 11 directors, the ratification of the selection of PricewaterhouseCoopers LLP as Altria’s independent registered public accounting firm and the approval of two compensation plans. 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 use internet, telephone or mobile device voting prior to the meeting or complete, sign and return your proxy card or voting instruction form 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
		For further information about the 2025 Annual Meeting, please call 1-804-484-8838.

A LETTER FROM OUR BOARD OF DIRECTORS

Dear Fellow Shareholder:We take great pride in serving as Altria's Board of Directors ("Board" or "Board of Directors") and remain focused on Altria's long-term success and the opportunity to shape a better future for adult tobacco consumers, our employees, shareholders and society.Through our oversight of broad corporate policies and strategic initiatives, we support management in the pursuit of our Vision to “Responsibly lead the transition of adult smokers to a smoke-free future.” We are proud of the continued progress toward our Vision in 2024, and we share management's conviction that the tobacco harm reduction opportunity remains in front of us and that we have the right strategies to make it a reality.We also share management's objective of returning cash to shareholders, and we are pleased to have raised the regular quarterly dividend for the 59th time in the past 55 years while successfully navigating the challenges of a dynamic business environment.In discharging our responsibilities, we actively oversee Altria’s corporate responsibility efforts. We encourage you to read more about Altria’s corporate responsibility initiatives and progress in the various reports available at www.altria.com under Responsibility.We thank you for your investment in Altria and your support for the Board.Sincerely,Your Board of Directors Kathryn B. McQuade (Chair)Ian L.T. ClarkeMarjorie M. ConnellyR. Matt DavisWilIiam F. Gifford, Jr.Debra J. Kelly-EnnisGeorge MuñozVirginia E. ShanksRichard S. StoddartEllen R. StrahlmanM. Max Yzaguirre

Notice of 2025 Annual Meeting of Shareholders


	Date and TimeThursday, May 15, 2025 at 9:00 a.m., Eastern Time.		Virtual Meeting SiteShareholders may attend virtually at www.virtualshareholdermeeting.com/ALTRIA2025.		Record DateYou are entitled to vote if you were a shareholder of record at the close of business on March 25, 2025.

Shareholders will also act on other business that properly comes before the meeting, if any.Attending the Meeting - For instructions on attending the meeting, please see “Instructions for the Annual Meeting” on page 73 of this Proxy Statement.2024 Annual Report - A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (“2024 Form 10-K”) accompanies this Proxy Statement.
Items of Business	Board Recommendation	Read More
Proposal 1To elect as directors the 11 nominees named in the accompanying Proxy Statement.	FOR each nominee	Page 17
Proposal 2To ratify the selection of PricewaterhouseCoopers LLP as Altria’s independent registered public accounting firm for the fiscal year ending December 31, 2025.	FOR	Page 25
Proposal 3To hold a non-binding advisory vote to approve the compensation of Altria’s named executive officers.	FOR	Page 62
Proposal 4To approve the 2025 Performance Incentive Plan.	FOR	Page 63
Proposal 5To approve the 2025 Stock Compensation Plan for Non-Employee Directors.	FOR	Page 68
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on May 15, 2025:Altria’s Notice of Annual Meeting, Proxy Statement and 2024 Form 10-K are available, free of charge, at www.altria.com. This Notice, the Proxy Statement and the proxy card are first being made available or mailed to shareholders on or about April 3, 2025.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 2024 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 of Altria Group, Inc.,

W. Hildebrandt Surgner, Jr.

Vice President, Corporate Secretary and Associate General Counsel

April 3, 2025

Richmond, Virginia

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.