PMPhilip Morris International

Consumer staples · Tobacco · NYSE

Deals between PM and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement. Below: what the proxy filed 2026-03-26 reports that the one filed 2025-03-27 did not, quoted as filed.

New this year

1 new

Paragraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-03-27.

Related Person Transactions and Code of Conduct

“As previously disclosed, Dr. Juan José Daboub did not stand for re-election to the Board at the 2025 annual meeting of shareholders, which took place on May 7, 2025. On January 1, 2026, we entered into an agreement (“Consulting Agreement”) with ARCIS, LLC, of which Mr. Daboub is the General Manager. Pursuant to the Consulting Agreement, ARCIS, LLC, will provide us with consulting and advocacy services for a period of two years in return for a fee of $300,000 per year. As required by our Related Person policy, prior to us entering into the Consulting Agreement, the Committee assessed the arrangement. After assessing the proposed arrangement, including reviewing and considering all relevant facts and circumstances that it deemed appropriate, the Governance Committee determined that such an arrangement would be in the best interests of the Company and our shareholders and approved the arrangement.”
Read it in the proxy ↗

The whole section 5 paragraphs, proxy filed 2026-03-26

Related Person Transactions and Code of Conduct

“The Board has adopted a policy, which is available on the Company’s website, at www.pmi.com/corporate-governance/overview, that requires our executive officers, directors and nominees for director to promptly notify the Vice President, Associate General Counsel and Corporate Secretary in writing of any transaction in which: (i) the amount exceeds $120,000; (ii) the Company is, was or is proposed to be a participant; and (iii) such person or such person’s immediate family members (“Related Persons”) has, had or may have a direct or indirect material interest (a “Related Person Transaction”). The Vice President, Associate General Counsel and Corporate Secretary, in consultation with outside counsel, to the extent appropriate, shall determine whether a potential transaction with a Related Person constitutes a Related Person Transaction requiring review under the policy (including whether the Company or the Related Person has a material interest, based on a review of all facts and circumstances). If the Vice President, Associate General Counsel and Corporate Secretary determines that the proposed transaction constitutes a Related Person Transaction or it would be beneficial to further review the transaction, then, in either case, the transaction will be referred to the Group CEO PMI or the Governance Committee of the Board. In practice, we expect the Governance Committee to conduct a reasonable prior review and oversight of all Related Person Transactions for potential conflicts of interest. The Governance Committee may ratify Related Person Transactions in limited situations. In deciding whether to approve, ratify or prohibit the Related Person Transaction, the Governance Committee is required to consider all relevant facts and circumstances. The Governance Committee will approve or ratify a Related Person Transaction only if it determines that the transaction is not opposed to the best interests of the Company, and the Governance Committee must prohibit the transaction if it determines the transaction is inconsistent with the Company and its shareholders. All determinations by the Group CEO PMI and the Vice President, Associate General Counsel and Corporate Secretary must be reported to the Governance Committee at its next meeting.”
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Related Person Transactions and Code of Conduct

“Cristina Oka Dobrowolski, the wife of PMI’s Group Controller, Reginaldo Dobrowolski, is a longstanding employee of PMI, and her total compensation for the fiscal year ended December 31, 2025 was approximately $750,000. This Related Person Transaction has been ratified by the Group CEO PMI and the Governance Committee.”
Read it in the proxy ↗

Related Person Transactions and Code of Conduct

“As previously disclosed, Dr. Juan José Daboub did not stand for re-election to the Board at the 2025 annual meeting of shareholders, which took place on May 7, 2025. On January 1, 2026, we entered into an agreement (“Consulting Agreement”) with ARCIS, LLC, of which Mr. Daboub is the General Manager. Pursuant to the Consulting Agreement, ARCIS, LLC, will provide us with consulting and advocacy services for a period of two years in return for a fee of $300,000 per year. As required by our Related Person policy, prior to us entering into the Consulting Agreement, the Committee assessed the arrangement. After assessing the proposed arrangement, including reviewing and considering all relevant facts and circumstances that it deemed appropriate, the Governance Committee determined that such an arrangement would be in the best interests of the Company and our shareholders and approved the arrangement.”
Read it in the proxy ↗

Related Person Transactions and Code of Conduct

“The Company’s Corporate Governance Guidelines have specific provisions addressing actual and potential conflicts of interest, specifying: “Our directors have an obligation to act in the best interest of the Company. All directors should endeavor to avoid situations that present a potential or actual conflict between their interest and the interest of the Company.” The Corporate Governance Guidelines define conflict of interest to include any instance in which (i) a person’s private interest interferes in any way, or even appears to interfere, with the interest of the Company, including its subsidiaries and affiliates; (ii) a director or a director’s family member takes an action or has an interest that may make it difficult for that director to perform his or her work objectively and effectively; and (iii) a director (or his or her family member) receives improper personal benefits as a result of the director’s position in the Company. A copy of the Corporate Governance Guidelines is available free of charge on the Company’s website at www.pmi.com/corporate-governance/overview.”
Read it in the proxy ↗

Related Person Transactions and Code of Conduct

“Similarly, our policies require all officers and employees of the Company to avoid situations where the officer’s or employee’s personal, financial or political activities have the potential of interfering with his or her loyalty and objectivity to the Company.”
Read it in the proxy ↗

Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗

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