Altria Group (MO) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 15, 2025, via live webcast, with electronic voting and Q&A for shareholders.

• Key proposals include election of 11 directors, ratification of PricewaterhouseCoopers LLP as auditor, advisory vote on executive compensation, and approval of new compensation plans.

• Vision centers on leading the transition of adult smokers to a smoke-free future, with a focus on harm reduction, innovation, and responsible business practices.

• 2024 saw strong financial results, including a 43.1% increase in reported diluted EPS and over $10.2 billion returned to shareholders.

Voting matters and shareholder proposals

• Shareholders will vote on: election of 11 directors, auditor ratification, advisory say-on-pay, 2025 Performance Incentive Plan, and 2025 Stock Compensation Plan for Non-Employee Directors.

• Board recommends voting FOR all proposals.

• Shareholders can vote online, by phone, mail, or during the virtual meeting.

Board of directors and corporate governance

• Board consists of 11 directors, 10 of whom are independent; diverse in gender, ethnicity, and experience.

• Separate Chair and CEO roles, with an independent Chair.

• Board committees (Audit, Compensation, Finance, Innovation, Nominating/Corporate Governance) are composed solely of independent directors.

• Annual board and committee self-evaluations, director retirement guidelines, and robust onboarding and education programs.

• Shareholder rights include annual director elections, majority voting, proxy access, and no poison pill.