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) May 3, 2012
Reynolds American Inc.
(Exact Name of Registrant as Specified in its Charter)
| North Carolina | 1-32258 | 20-0546644 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
401 North Main Street,
Winston-Salem, NC 27101
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: 336-741-2000
Not Applicable
(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 (see General Instruction A.2. below):
| ¨ | 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)) |
| ITEM 5.07 | Submission of Matters to a Vote of Security Holders. |
The annual meeting of shareholders of Reynolds American Inc., referred to as RAI, was held on May 3, 2012, in Winston-Salem, North Carolina. At that meeting, RAI’s shareholders considered and acted upon the following proposals:
Item 1: Election of Directors.
| (a) | By the vote reflected below, RAI’s shareholders elected the following five individuals as Class II directors: |
| For | Withheld | Broker Non-Votes | ||||
| John P. Daly |
417,336,129 | 13,894,152 | 44,929,816 | |||
| Holly K. Koeppel |
427,025,771 | 4,204,510 | 44,929,816 | |||
| H.G.L. (Hugo) Powell |
382,554,524 | 48,675,757 | 44,929,816 | |||
| Richard E. Thornburgh |
428,490,553 | 2,739,728 | 44,929,816 | |||
| Thomas C. Wajnert |
427,427,839 | 3,802,442 | 44,929,816 |
| (b) | By the vote reflected below, RAI’s shareholders elected the following individual as a Class I director: |
| For | Withheld | Broker Non-Votes | ||||
| H. Richard Kahler |
385,582,591 | 45,647,690 | 44,929,816 |
Item 2: Advisory Vote on the Compensation of Named Executive Officers.
By the vote reflected below, RAI’s shareholders approved, on an advisory basis, the compensation of RAI’s named executive officers:
| For |
Against | Abstentions | Broker Non-Votes | |||
| 425,241,203 | 5,322,197 | 666,881 | 44,929,816 |
Item 3: Amendment to the Articles of Incorporation.
By the vote reflected below, RAI’s shareholders approved the amendment to RAI’s Amended and Restated Articles of Incorporation implementing a majority voting standard in uncontested director elections:
| For |
Against | Abstentions | Broker Non-Votes | |||
| 429,715,517 |
1,197,695 | 317,069 | 44,929,816 |
Item 4: Ratification of the Appointment of KPMG LLP as Independent Auditors.
By the vote reflected below, RAI’s shareholders ratified the appointment of KPMG LLP as RAI’s independent auditors for fiscal year 2012:
| For |
Against | Abstentions | ||
| 472,601,782 |
3,283,654 | 274,661 |
Item 5: Shareholder Proposal for the Creation of an Ethics Committee to Review Marketing Activities.
By the vote reflected below, RAI’s shareholders defeated the shareholder proposal for the Creation of an Ethics Committee to Review Marketing Activities:
| For |
Against | Abstentions | Broker Non-Votes | |||
| 6,455,607 |
418,455,551 | 6,319,123 | 44,929,816 |
SIGNATURE
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.
| REYNOLDS AMERICAN INC. | ||||
| By: | /s/ McDara P. Folan, III | |||
| Name: | McDara P. Folan, III | |||
| Title: | Senior Vice President, Deputy General Counsel and Secretary | |||
Date: May 7, 2012