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REYNOLDS AMERICAN INC FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

May 12, 2014

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

At the 2014 annual meeting of shareholders of Reynolds American Inc., referred to as RAI, held on May 8, 2014, RAI's shareholders approved the Reynolds American Inc. Amended and Restated 2009 Omnibus Incentive Compensation Plan, referred to as the Restated Omnibus Plan. RAI's Board of Directors had previously approved and adopted the Restated Omnibus Plan on February 7, 2014, subject to the approval of RAI's shareholders at the 2014 annual meeting.

The Restated Omnibus Plan became effective on May 8, 2014. RAI's principal reason for adopting the Restated Omnibus Plan was to renew shareholder approval of the material terms of the Restated Omnibus Plan for qualified performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended, referred to as the Code. Additionally, the Restated Omnibus Plan:

• clarifies that stock options and stock appreciation rights granted under the Restated Omnibus Plan may not provide for dividends or dividend equivalents; • increases RAI's flexibility in the design of performance-based awards by (1) permitting management objectives to be evaluated relative not only to the performance of other companies, but also to the performance of subsidiaries, divisions, departments, regions, functions, or other organizational units within such other companies, and to be evaluated relative to an index or one or more of the performance objectives themselves, and (2) clarifying that the general categories of management objectives listed in the Restated Omnibus Plan are only categories of objectives, and not the exhaustive list of objectives; • clarifies that dividends or other distributions on performance-based restricted stock, shares underlying performance-based restricted stock units awards and performance shares must be deferred until, and paid contingent upon, the achievement of the applicable management objectives; • clarifies that adjustments to performance-based restricted stock or restricted stock units awards, performance shares, performance units or annual incentive awards may not be made in the case of an award intended to qualify as qualified performance-based compensation under Section 162(m) of the Code if such action would result in the loss of the otherwise available exemption for the award under Section 162(m) of the Code; • clarifies that the market value of shares withheld to satisfy withholding taxes with respect to awards may not exceed the minimum amount of taxes required to be withheld, and that RAI may prohibit the use of shares in the payment of withholding taxes at the Compensation and Leadership Development Committee's discretion; and • allows for substitute, conversion or assumed awards in a corporate transaction not to count against (or be added back to) the Restated Omnibus Plan limits, and allows for RAI to use shares under certain plans assumed in a corporate transaction for certain awards under the Restated Omnibus Plan but not count against the Restated Omnibus Plan limits.



A more detailed description of the terms of the Restated Omnibus Plan can be found in RAI's definitive Proxy Statement on Schedule 14A, in the section of the Proxy Statement entitled "Item 2: Approval of the Reynolds American Inc. Amended and Restated 2009 Omnibus Incentive Compensation Plan," which was filed with the Securities and Exchange Commission on March 21, 2014 (and subsequently supplemented). The foregoing summary is qualified in its entirety by the full text of the Restated Omnibus Plan, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1.

ITEM 5.07. Submission of Matters to a Vote of Security Holders.

The 2014 annual meeting of shareholders of RAI was held on May 8, 2014, in Winston-Salem, North Carolina. At that meeting, RAI's shareholders considered and acted upon the following proposals:

Item 1: Election of Directors.

By the vote reflected below, RAI's shareholders elected the following four individuals as Class I directors:

For Against Abstentions Broker Non-Votes Luc Jobin 451,757,336 1,441,839 1,651,306 41,767,617 Nana Mensah 449,064,693 4,168,448 1,617,340 41,767,617 Ronald S. Rolfe 443,164,049 10,034,543 1,651,889 41,767,617 John J. Zillmer 431,661,532 21,415,930 1,773,019 41,767,617 By the vote reflected below, RAI's shareholders elected the following individual as a Class II director: For Against Abstentions Broker Non-Votes Sir Nicholas Scheele 442,911,481 10,231,410 1,707,590 41,767,617



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By the vote reflected below, RAI's shareholders elected the following individual as a Class III director: For Against Abstentions Broker Non-Votes Susan M. Cameron 441,691,207 11,599,144 1,560,130 41,767,617



Item 2: Approval of the Reynolds American Inc. Amended and Restated 2009 Omnibus Incentive Compensation Plan.

By the vote reflected below, RAI's shareholders approved the Reynolds American Inc. Amended and Restated 2009 Omnibus Incentive Compensation Plan:

For Against Abstentions Broker Non-Votes 447,929,973 4,865,496 2,055,012 41,767,617



Item 3: Advisory Vote to Approve the Compensation of Named Executive Officers.

By the vote reflected below, RAI's shareholders approved, on an advisory basis, the compensation of RAI's named executive officers:

For Against Abstentions Broker Non-Votes 425,792,953 26,561,363 2,496,165 41,767,617



Item 4: Ratification of the Appointment of KPMG LLP as Independent Auditors.

By the vote reflected below, RAI's shareholders ratified the appointment of KPMG LLP as RAI's independent auditors for fiscal year 2014:

For Against Abstentions 492,224,288 2,537,939 1,855,871



Item 5: Shareholder Proposal on Disclosure of Lobbying Policies and Practices.

By the vote reflected below, RAI's shareholders defeated the shareholder proposal on Disclosure of Lobbying Policies and Practices:

For Against Abstentions Broker Non-Votes 47,735,234 393,970,840 13,144,407 41,767,617



Item 6: Shareholder Proposal on Animal Testing.

By the vote reflected below, RAI's shareholders defeated the shareholder proposal on Animal Testing:

For Against Abstentions Broker Non-Votes 3,366,861 433,876,295 17,607,325 41,767,617



ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following is filed as an exhibit to this Current Report on Form 8-K.

Number Exhibit 10.1 Reynolds American Inc. Amended and Restated 2009 Omnibus Incentive Compensation Plan



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Source: Edgar Glimpses


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