ALTRIA GROUP, INC. — Board/Management Information 2020

Mar 19, 2020

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): March 19, 2020

________________

ALTRIA GROUP, INC.

(Exact name of registrant as specified in its charter)

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Virginia	1-08940	13-3260245
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

6601 West Broad Street,	23230
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: ( 804 ) 274-2200

_____________________

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbols	Name of each exchange on which registered
Common Stock, $0.33 1/3 par value	MO	New York Stock Exchange
1.000% Notes due 2023	MO23A	New York Stock Exchange
1.700% Notes due 2025	MO25	New York Stock Exchange
2.200% Notes due 2027	MO27	New York Stock Exchange
3.125% Notes due 2031	MO31	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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

On March 19, 2020, Altria Group, Inc. (the “Company”) announced to its employees that Howard A. Willard III, the Company’s Chairman and Chief Executive Officer, has contracted the COVID-19 virus and is taking a temporary medical leave of absence. In connection with Mr. Willard’s leave of absence, on March 19, 2020, the Company’s Board of Directors determined that William F. Gifford, Jr., the Company’s Vice Chairman and Chief Financial Officer, will assume Mr. Willard’s authority and responsibilities until he returns from his leave of absence.

Mr. Gifford, age 49, has served as the Company’s Vice Chairman and Chief Financial Officer since May 17, 2018 and has been continuously employed by the Company or its subsidiaries in various positions since 1994.

Item 7.01 Regulation FD Disclosure.

A copy of the Company’s letter to its employees announcing the matters disclosed in Item 5.02 is attached as Exhibit 99.1 and incorporated by reference in this Current Report on Form 8-K.

On March 19, 2020, the Company issued a press release announcing suspension of operations at certain of its manufacturing facilities for an anticipated two week period as a result of two additional employees contracting the COVID-19 virus. A copy of the Company’s press release is attached as Exhibit 99.2 and incorporated by reference in this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Item 7.01 of this Current Report on Form 8-K shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

Item 9.01. Financial Statements and Exhibits.

(d)
99.1	Altria Group, Inc. Employee Letter, dated March 19, 2020 (furnished under Item 7.01)
99.2	Altria Group, Inc. Press Release, dated March 19, 2020 (furnished under Item 7.01)
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101)

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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.

ALTRIA GROUP, INC.
By:	/s/ W. HILDEBRANDT SURGNER, JR.
Name:	W. Hildebrandt Surgner, Jr.
Title:	Vice President, Corporate Secretary and
	Associate General Counsel

DATE: March 19, 2020

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