Reynolds American Inc. (NYSE:RAI) Files An 8-K Entry into a Material Definitive Agreement
ITEM1.01 Entry into a Material Definitive Agreement.
On December1, 2016, the Board of Directors of Reynolds American
Inc. (RAI) approved a new form of Indemnification Agreement (the
New Indemnification Agreement) to be entered into between RAI and
its directors and Section16 officers (as defined in Rule 16a-1(f)
promulgated under the Securities Exchange Act of 1934, as
amended). For those directors and Section16 officers who have
entered into RAIs current form of Indemnification Agreement (the
Existing Agreement), the entry into the New Indemnification
Agreement will supersede and replace the Existing Agreement. RAI
expects to enter into the New Indemnification Agreement with its
directors and Section16 officers as soon as practicable.
Under the New Indemnification Agreement, RAI will indemnify,
defend and hold harmless the directors and Section16 officers
against any Indemnifiable Claims or Indemnifiable Losses, in each
case as defined in, and subject to the terms and conditions of,
the New Indemnification Agreement. The New Indemnification
Agreement differs from the Existing Agreement in several
respects; among other differences, the New Indemnification
Agreement (1)provides that RAI will indemnify an indemnitee to
the fullest extent permitted by North Carolina law, as such law
may be amended to increase the scope of permitted or required
indemnification; (2)allows an indemnitee to request that the
Standard of Conduct Determination (the procedures by which RAI
makes the determination of whether an indemnitee is entitled to
indemnification) be made by independent counsel, rather than a
portion of the disinterested directors of RAI, in all cases and
regardless of whether a change in control has occurred;
(3)clarifies that when determining whether an indemnitee is
successful on an underlying claim and is therefore entitled to
indemnification, there is a rebuttable presumption that the
indemnitee is successful and entitled to indemnification;
(4)acknowledges that the actions or failures to act on the part
of another officer or employee of RAI will not be imputed to an
indemnitee; (5)establishes that a valid determination that the
indemnitee is entitled to indemnification will be final and
binding on RAI; (6)removes a provision stating that a Standard of
Conduct Determination adverse to the indemnitee could not be used
as a defense by RAI in ensuing litigation; and (7)ensures that an
indemnitee will be provided the same protections if the
indemnitee is serving at a subsidiary or related entity of RAI.
The foregoing description of the New Indemnification Agreement is
qualified in its entirety by the copy of the New Indemnification
Agreement that is filed as Exhibit 10.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
ITEM5.02.Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On December1, 2016, Thomas C. Wajnert notified RAIs Board that he
is retiring from the Board, effective as of the close of business
on December31, 2016. As previously announced, Mr.Wajnert also is
retiring as Non-Executive Chairman of the Board, effective as of
the close of business on December31, 2016. Mr.Wajnert has served
on RAIs Board since July30, 2004. He also served as a director of
R.J. Reynolds Tobacco Holdings, Inc. from 1999 to 2004.
On December1, 2016, upon the recommendation of the Boards
Corporate Governance, Nominating and Sustainability Committee,
RAIs Board also elected Lionel L. Nowell, III to serve as its
Lead Director, effective January1, 2017.
A copy of the press release announcing the foregoing Board
changes is furnished as Exhibit 99.1 to this Current Report on
Form 8-K. Exhibit 99.1 shall not be deemed filed for purposes of
Section18 of the Securities Exchange Act of 1934, nor shall it be
deemed incorporated by reference in any filing under the
Securities Act of 1933.
ITEM5.03.Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.
On December1, 2016, the Board of Directors of RAI amended
Section4.02 of RAIs Amended and Restated Bylaws (the Bylaws),
consistent with the terms of the New Indemnification Agreement,
to clarify that, while a Standard of Conduct Determination
adverse to an indemnitee will not create a presumption that such
indemnitee failed to meet the applicable standard of conduct, RAI
may raise such determination as a defense to a claim by such
indemnitee seeking indemnification.
The foregoing description of the amendment to the Bylaws is
qualified in its entirety by the copy of the amendment to the
Bylaws that is filed as Exhibit 3.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
ITEM9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
|
Number |
Exhibit |
|
| 3.1 |
Amendment to Amended and Restated Bylaws of Reynolds American Inc. |
|
| 10.1 |
Form of Indemnification Agreement to be entered into between Reynolds American Inc. and its directors and Section 16 officers |
|
| 99.1 |
Press Release of Reynolds American Inc., dated December 1, 2016 |
About Reynolds American Inc. (NYSE:RAI)
Reynolds American Inc. (RAI) is a holding company. The Company’s segments are RJR Tobacco, Santa Fe and American Snuff. The RJR Tobacco segment consists principally of the primary operations of R. J. Reynolds Tobacco Company. The Santa Fe segment consists of the domestic operations of Santa Fe Natural Tobacco Company, Inc. (SFNTC). The American Snuff segment consists of the primary operations of American Snuff Company, LLC. Its RJR Tobacco segment manages contract manufacturing of cigarettes and tobacco products through arrangements with British American Tobacco p.l.c. (BAT) affiliates, and manages the export of tobacco products to certain United States territories, the United States duty-free shops and the United States overseas military bases. The American Snuff segment offers adult tobacco consumers a range of segregated smokeless tobacco products, primarily moist snuff. Its Santa Fe segment manufactures and markets super-premium cigarettes and other tobacco products. Reynolds American Inc. (NYSE:RAI) Recent Trading Information
Reynolds American Inc. (NYSE:RAI) closed its last trading session up +0.72 at 54.68 with 5,243,842 shares trading hands.