Independent
Tenure on this board
5.3 yrs
10 nominees · 4 ballot items.
Election of ten directors; advisory vote to approve executive compensation (say-on-pay); ratification of PricewaterhouseCoopers SA as independent auditors; shareholder proposal requesting a report on filter cleanup costs and extended producer responsibility (EPR) laws for cigarette filters; and transaction of other business.
Elect ten director nominees named in the proxy statement to the Board of Directors.
Advisory (non-binding) vote to approve the compensation of the named executive officers (say-on-pay).
The advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s executive compensation as detailed in the proxy, including the Compensation Discussion and Analysis and compensation tables. Management seeks this annual approval to demonstrate shareholder support for pay practices and to use feedback for future compensation design. The Company’s Compensation Committee links pay to multi-year performance metrics including PSUs tied to TSR, adjusted diluted EPS growth (currency neutral), and a Sustainability/VALUE Index, along with annual incentive metrics tied to market share, smoke-free shipment volume, adjusted net revenues, adjusted OI, operating cash flow, strategic initiatives, and a currency modifier. Management’s recommendation to vote FOR is based on its view that the program aligns executives’ incentives with long-term shareholder value, includes robust governance (share ownership requirements, clawbacks, anti-hedging/pledging policies), and received strong shareholder support in recent say-on-pay votes. The board notes past shareholder engagement and high approval in recent years, asserting that continued support will allow the company to retain and motivate leadership through its transformation to a smoke-free future.
Ratify the Audit and Risk Committee’s selection of PricewaterhouseCoopers SA as independent auditors for fiscal year ending December 31, 2026.
Shareholder proposal requesting a public report assessing risks and benefits related to filter cleanup costs and extended producer responsibility laws for cigarette filters.
The shareholder proposal requests that PMI issue a public report assessing the reputational, financial, and operational risks of not taking responsibility for cigarette filter cleanup costs and the benefits of promoting EPR laws. The proponent (As You Sow on behalf of Sam D. Yagan TTEE Sam Droste Yagan Revocable Trust) frames cigarette filters as a major single-use plastic pollution issue with significant cleanup costs borne by taxpayers, and urges PMI to assess the case for contributing to cleanup or supporting EPR laws, particularly in the U.S. Management opposes, arguing the topic is already covered in PMI’s double materiality assessment and Value Report, that it is impact-material but not financially material, that voluntary programs are preferred and more effective than blanket EPR mandates, that the proponent’s evidence is methodologically weak, and that PMI does not sell cigarettes in the U.S. so U.S. EPR laws are not directly applicable.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Capital World Investors | 8.56% | 133,450,504 | $22.1B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 6.49% | 101,156,274 | $16.7B |
| 3 | Capital Research Global Investors | 5.12% | 79,823,025 | $13.2B |
| 4 | Capital International Investors | 4.67% | 72,761,312 | $12.0B |
| 5 | STATE STREET CORP | 3.53% | 55,033,026 | $9.2B |
| 6 | GQG Partners LLC | 3.21% | 50,105,900 | $8.3B |
| 7 | BlackRock, Inc. | 3.13% | 48,747,349 | $8.1B |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.15% | 33,449,437 | $5.5B |
| 9 | BlackRock, Inc. | 2.02% | 31,473,768 | $5.2B |
| 10 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.90% | 29,577,453 | $4.9B |
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