Philip Morris International Inc.

PMSEC EDGAR
8-K, Current report
Period end July 6, 2026
Important filing

Departure or appointment of directors or officers, Financial statements and exhibits

Filing items

Item 5.02
Departure or appointment of directors or officers
Important
Item 9.01
Financial statements and exhibits

Filing text

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with Mr. Babeau's separation from the Company, on July 2, 2026 the Board approved, and on July 6, 2026 Mr. Babeau entered into, a Separation Agreement and Release with PMI Management Sàrl, an indirect wholly-owned subsidiary of the Company (the "Separation Agreement"). Under the Separation Agreement, Mr. Babeau will continue to receive his current base salary of CHF 1,260,012 (or $1,563,423) 1 while serving as Strategic Advisor to Group CEO PMI through the Separation Date, and he will be eligible to receive his 2026 annual cash incentive compensation award, which has a target value equal to 125% of his base salary, subject to continued employment through the Separation Date. Under the Separation Agreement, Mr. Babeau will also be eligible to receive the restricted share unit ("RSU") portion, but not the performance share unit portion, of his 2027 equity award, subject to Board approval at the time of grant and continued employment through the Separation Date. If approved, the RSUs would represent 40% of the total 2027 equity award Mr. Babeau would otherwise be eligible to receive.
In addition, as provided in the Separation Agreement, Mr. Babeau will be entitled to receive the post-employment payments and benefits associated with a termination without cause under his Employment Agreement, effective May 1, 2020. A copy of Mr. Babeau's Employment Agreement was previously filed by the Company with the SEC on March 2, 2020. The payments and benefits include a lump sum severance payment equal to Mr. Babeau's current base salary of CHF 1,260,012 (or $1,563,423) 1 and payment of CHF 393,754 (or $488,570) 1 in lieu of his 2027 annual cash incentive compensation award pro-rated through the Separation Date. In addition, Mr. Babeau's then outstanding equity awards will fully vest. As contemplated by the Employment Agreement, in consideration of the above listed payments and benefits, the Separation Agreement includes a twenty-four month non-competition provision. The Separation Agreement also includes customary confidentiality and non-disparagement provisions and a general release of claims and is subject to Mr. Babeau's continued employment through the Separation Date and compliance with the other obligations set forth in the Separation Agreement.
The foregoing description of the terms of the Separation Agreement is not complete and is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
10.1 Separation Agreement and Release with Emmanuel Babeau, dated July 6, 2026 (incorporated by reference to Item 5.02.) .
104 Cover Page Interactive Data File (formatted in Inline XBRL).

Official document

Philip Morris International Inc., 8-KSEC EDGAR file no. 000162828026047782
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