Independent
Tenure on this board
4.0 yrs
10 nominees · 3 ballot items.
Election of 10 directors; Ratification of PricewaterhouseCoopers as independent auditor; Non-binding advisory vote on executive compensation (Say-on-Pay).
Elect ten nominees to the Board of Directors to hold office until the next annual meeting; directors elected annually by majority of votes cast.
Ratify PricewaterhouseCoopers LLP as Altria’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
A non-binding advisory vote to approve Altria’s named executive officer compensation as disclosed in the proxy statement.
This proposal requests an advisory shareholder vote to approve the compensation paid to the company’s named executive officers as disclosed in the proxy statement (Say-on-Pay). Management recommends a vote FOR, arguing that the compensation program aligns executive incentives with shareholder interests through a mix of at-risk pay, performance metrics (adjusted diluted EPS growth, adjusted discretionary cash flow, total adjusted OCI, and strategic initiatives), equity-based long-term incentives (RSUs and PSUs), and robust governance features (clawbacks, stock ownership requirements, no hedging/pledging). The advisory vote is non-binding but will be considered by the Compensation and Talent Development Committee when making future compensation decisions. The company states that its say-on-pay received over 95% support at the 2025 meeting, and management emphasizes pay-for-performance alignment, benchmarking to peer companies, and multiple performance measures to mitigate excessive risk. No shareholder proposal on executive pay is in the proxy; this is a management proposal.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.52% | 108,836,042 | $7.2B |
| 2 | STATE STREET CORP | 4.30% | 71,792,319 | $4.8B |
| 3 | BlackRock, Inc. | 3.31% | 55,314,615 | $3.7B |
| 4 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 3.25% | 54,279,411 | $3.6B |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 2.49% | 41,623,008 | $2.7B |
| 6 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.11% | 35,208,188 | $2.3B |
| 7 | BlackRock, Inc. | 2.06% | 34,420,589 | $2.3B |
| 8 | Capital Research Global Investors | 1.54% | 25,679,912 | $1.7B |
| 9 | GQG Partners LLC | 1.43% | 23,836,839 | $1.6B |
| 10 | AMERIPRISE FINANCIAL INC | 1.13% | 18,903,065 | $1.2B |
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