Attached files
| file | filename |
|---|---|
| EX-99.1 - EX-99.1 - REYNOLDS AMERICAN INC | d393615dex991.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 4, 2017
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)) |
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. ☐
ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At its meeting held on May 4, 2017, the Board of Directors of Reynolds American Inc., referred to as RAI, elected Susan M. Cameron as its Non-Executive Chairman, effective as of May 1, 2017. Ms. Cameron had served as Executive Chairman since January 1, 2017, after retiring as RAI’s President and Chief Executive Officer. As Non-Executive Chairman, Ms. Cameron is eligible to participate in the non-employee director compensation arrangements described in the Reynolds American Inc. 2017 Outside Directors’ Compensation Summary, which summary was filed as Exhibit 10.28 to RAI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, as amended.
On May 4, 2017, RAI issued a press release announcing Ms. Cameron’s transition to Non-Executive Chairman. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following is filed as an exhibit to this Current Report.
| Number |
Exhibit | |
| 99.1 | Press Release of Reynolds American Inc., dated May 4, 2017. | |
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 4, 2017
INDEX TO EXHIBITS
| Number |
Exhibit | |
| 99.1 | Press Release of Reynolds American Inc., dated May 4, 2017. | |