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ALTRIA GROUP, INC. Proxy Solicitation & Information Statement 2021

May 11, 2021

29853_rns_2021-05-11_8120b12b-464b-472a-8585-79bc1263cfc7.zip

Proxy Solicitation & Information Statement

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DEFA14A 1 a2021defa14amay2021.htm DEFA14A html PUBLIC "-//W3C//DTD HTML 4.01 Transitional//EN" "http://www.w3.org/TR/html4/loose.dtd" Document created using Wdesk Copyright 2021 Workiva Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

þ Filed by the Registrant ☐ Filed by a Party other than the Registrant

CHECK THE APPROPRIATE BOX:
Preliminary Proxy Statement
Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
þ Definitive Additional Materials
Soliciting Material Under Rule 14a-12

Altria Group, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
þ No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
Fee paid previously with preliminary materials:
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:

ALTRIA GROUP, INC.

6601 West Broad Street

Richmond, Virginia 23230

SECOND SUPPLEMENT TO PROXY STATEMENT

FOR THE 2021 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON THURSDAY, MAY 20, 2021

Dear Fellow Shareholder:

Altria Group, Inc. (“Altria,” “we” or “our”) is pleased to announce that, on May 10, 2021, Altria’s Board of Directors (“Board”) elected Kathryn B. McQuade to serve as the independent Chair of the Board effective upon the conclusion of our 2021 Annual Meeting of Shareholders, which is being held on Thursday, May 20, 2021 (the “2021 Annual Meeting”).

Ms. McQuade, who has served on our Board since February 2012, succeeds Thomas F. Farrell II, who, as we previously announced, had decided to retire from service on our Board following the completion of his current term and was not standing for re-election to our Board at the 2021 Annual Meeting but passed away last month.

This second supplement (this “Supplement”) to our Proxy Statement for our 2021 Annual Meeting, filed with the Securities and Exchange Commission (the “SEC”) on April 8, 2021 (as previously supplemented, the “Proxy Statement”), does not change the proposals to be acted on at the 2021 Annual Meeting or our Board’s recommendations with respect to the proposals, which are described in the Proxy Statement. This Supplement should be read in conjunction with the Proxy Statement. Except as supplemented or amended by the information contained in this Supplement, all information set forth in the Proxy Statement continues to apply and should be considered when voting your shares using one of the methods described in the Proxy Statement.

By Order of the Board of Directors,

/s/ W. HILDEBRANDT SURGNER, JR.

W. Hildebrandt Surgner, Jr.

Vice President, Corporate Secretary and Associate General Counsel

May 11, 2021

Richmond, Virginia

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on May 20, 2021

Altria’s Notice of Annual Meeting, Proxy Statement and Annual Report on Form 10-K for the fiscal year ended December 31, 2020 are available, free of charge, at www.altria.com/proxy .