Philip Morris International Inc filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$PM
Medicinal Chemicals and Botanical Products
Health Care
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 6, 2026
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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. | ||||
As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May 20, 2026, the Board of Directors (the “Board”) of Philip Morris International Inc. (the “Company”) approved the appointment of Massimo Andolina, the Company’s current President, Europe Region, to the position of Group Chief Financial Officer, replacing Emmanuel Babeau, effective August 1, 2026. Mr. Babeau will remain employed by the Company as Strategic Advisor to Jacek Olczak, Group CEO PMI, through March 31, 2027 (the “Separation Date”).
In connection with Mr. Babeau’s separation from the Company, on July 2, 2026 the Board approved, and on July 6, 2026 Mr. Babeau entered into, a Separation Agreement and Release with PMI Management Sàrl, an indirect wholly-owned subsidiary of the Company (the “Separation Agreement”). Under the Separation Agreement, Mr. Babeau will continue to receive his current base salary of CHF 1,260,012 (or $1,563,423)1 while serving as Strategic Advisor to Group CEO PMI through the Separation Date, and he will be eligible to receive his 2026 annual cash incentive compensation award, which has a target value equal to 125% of his base salary, subject to continued employment through the Separation Date. Under the Separation Agreement, Mr. Babeau will also be eligible to receive the restricted share unit (“RSU”) portion, but not the performance share unit portion, of his 2027 equity award, subject to Board approval at the time of grant and continued employment through the Separation Date. If approved, the RSUs would represent 40% of the total 2027 equity award Mr. Babeau would otherwise be eligible to receive.
In addition, as provided in the Separation Agreement, Mr. Babeau will be entitled to receive the post-employment payments and benefits associated with a termination without cause under his Employment Agreement, effective May 1, 2020. A copy of Mr. Babeau’s Employment Agreement was previously filed by the Company with the SEC on March 2, 2020. The payments and benefits include a lump sum severance payment equal to Mr. Babeau’s current base salary of CHF 1,260,012 (or $1,563,423)1 and payment of CHF 393,754 (or $488,570)1 in lieu of his 2027 annual cash incentive compensation award pro-rated through the Separation Date. In addition, Mr. Babeau’s then outstanding equity awards will fully vest. As contemplated by the Employment Agreement, in consideration of the above listed payments and benefits, the Separation Agreement includes a twenty-four month non-competition provision. The Separation Agreement also includes customary confidentiality and non-disparagement provisions and a general release of claims and is subject to Mr. Babeau’s continued employment through the Separation Date and compliance with the other obligations set forth in the Separation Agreement.
The foregoing description of the terms of the Separation Agreement is not complete and is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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1 Based upon the conversion rate on July 6, 2026 of CHF 1.00 = $ 1.2408
| Item 9.01. | Financial Statements and Exhibits. | ||||
| (d) | Exhibits. | ||||
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL). | ||||
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.
| PHILIP MORRIS INTERNATIONAL INC. | ||||||||
| By: | /s/ DARLENE QUASHIE HENRY | |||||||
| Name: | Darlene Quashie Henry | |||||||
| Title: | Vice President, Associate General Counsel & Corporate Secretary | |||||||
Date: July 9, 2026