8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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) October 11, 2010

Reynolds American Inc.

(Exact Name of Registrant as Specified in its Charter)

North Carolina	1-32258	20-0546644
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     On October 11, 2010, Susan M. Ivey, Chairman, President and Chief Executive Officer of Reynolds American Inc., referred to as RAI, notified the Board of Directors, referred to as the Board, of RAI of her intent to retire on February 28, 2011. In order to ensure an orderly transition, she submitted her resignation as Chairman of the Board of RAI, effective at the close of business on October 31, 2010, and as President, Chief Executive Officer and a Class III Director of RAI, effective at the close of business on February 28, 2011. A copy of Ms. Ivey’s retirement letter is attached to this report as Exhibit 99.1.

     At a meeting held on October 12, 2010, upon the recommendation of the Board’s Corporate Governance and Nominating Committee, referred to as the Nominating Committee, RAI’s Board accepted Ms. Ivey’s resignations as set forth in her retirement letter, and elected Daniel (Daan) M. Delen, as President and Chief Executive Officer—Elect of RAI, effective January 1, 2011, and as President and Chief Executive Officer of RAI, effective March 1, 2011. In addition, upon the recommendation of the Nominating Committee, RAI’s Board elected Mr. Delen to serve on RAI’s Board as a Class III Director, effective January 1, 2011. Mr. Delen was designated for nomination as a management director as a result of his future role as the chief executive officer of RAI, pursuant to the terms of a July 30, 2004 governance agreement, as amended, among RAI, British American Tobacco p.l.c., referred to as BAT, and Brown & Williamson Holdings, Inc., formerly known as Brown & Williamson Tobacco Corporation and referred to as B&W. Although the term of the Class III Directors generally ends on the date of the RAI’s annual shareholders’ meeting to be held in 2013, Mr. Delen’s initial term as a Class III is scheduled to expire on the date of RAI’s 2011 annual shareholders’ meeting because under North Carolina law (the state in which RAI is incorporated), the term of a director elected to fill a vacancy will expire at the next shareholders’ meeting at which directors are elected (notwithstanding that the term of the other Directors in that same class is not yet scheduled to expire).

     Mr. Delen, age 44, joined R. J. Reynolds Tobacco Company, the largest of RAI’s operating companies and referred to as RJRT, as President and Chief Executive Officer in January 2007, and was elected Chairman of the Board of RJRT in March 2008. Prior to joining RJRT, Mr. Delen was President of BAT Ltd. — Japan from August 2004 to December 2006 and Senior Vice President of Marketing and Sales for B&W, a subsidiary of BAT, from 2001 to July 2004. He held various other positions with BAT after joining BAT in 1989. Mr. Delen is a member of the board of directors of Winston-Salem Alliance. RAI’s Board believes that Mr. Delen, with his more than 20 years of experience in the tobacco industry, including his prior service as the Chairman, President and Chief Executive Officer of RJRT, and his future service as the President and Chief Executive Officer—Elect of RAI, and thereafter as the President and Chief Executive Officer of RAI, brings to the Board strong leadership skills and comprehensive knowledge of the tobacco industry, marketing and brand leadership expertise, and essential insight and perspective regarding the strategic and operational opportunities and challenges of RAI and its operating companies.

     In connection with Mr. Delen’s election as RAI’s President and Chief Executive Officer—Elect, and thereafter as RAI’s President and Chief Executive Officer, upon the recommendation of the Board’s Compensation and Leadership Development Committee, referred to as the Compensation Committee, RAI’s Board approved the following changes to Mr. Delen’s compensation package, effective January 1, 2011: (1) an increase in his annual base salary from $862,900 to $1,000,000; (2) an increase in his target annual incentive award value under the Reynolds American Inc. 2009 Omnibus Incentive Compensation Plan, referred to as the Omnibus Plan, from 85% to 135% of his annual base salary; and (3) an increase in his target long-term incentive grant value under the Omnibus Plan from 3 times to 6 times his annual base salary. The foregoing payments and benefits are in addition to the other employee benefits to which Mr. Delen is currently entitled. As an employee of RAI, Mr. Delen will not be entitled to compensation for his service on RAI’s Board, except that RAI reimburses all directors for actual expenses incurred in connection with attendance at Board and committee meetings, including transportation, food and lodging expenses.

     At the meeting held on October 12, 2010, upon the recommendation of the Nominating Committee, RAI’s Board also elected Thomas C. Wajnert, age 67, as the Non-Executive Chairman of the Board, effective November 1, 2010. Mr. Wajnert has served as RAI’s Lead Director since May 2008, serves as the Chair of the Compensation Committee, and is a member of the Nominating Committee. In connection with such election, upon the recommendation of the Nominating Committee, RAI’s Board approved the following compensation package for Mr. Wajnert as Non-Executive Chairman of the Board, effective November 1, 2010: (1) an annual cash retainer of $270,000; (2) an annual grant of 4,000 deferred stock units (or non-deferred shares of RAI common stock, at his election) under the Equity Incentive Award Plan for Directors of RAI, referred to as the EIAP; and (3) quarterly grants of deferred stock units equal to $20,000 under the EIAP. In addition, the Board approved the payment of an additional $120,000 to Mr. Wajnert during the first year of his service as Non-Executive Chairman of the Board for transitional services. The foregoing payments are in lieu of any other board and committee chair retainers, meeting fees and awards under the EIAP (but not such other benefits outside directors are eligible to participate in) set forth in the Reynolds American Inc. Outside Directors’ Compensation Summary (Effective 1/1/2010), which summary was filed as Exhibit 10.33 to RAI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, and which is incorporated herein by reference.

A copy of the press release announcing the foregoing resignations and elections, among other things, is attached to this report as Exhibit 99.2.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibit.

     The following is furnished as an Exhibit to this Report.

Number	Exhibit
99.1	Letter from Susan M. Ivey, dated October 11, 2010.
99.2	Press Release of Reynolds American Inc., dated October 15, 2010.

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: October 15, 2010

INDEX TO EXHIBITS

Number	Exhibit
99.1	Letter from Susan M. Ivey, dated October 11, 2010.
99.2	Press Release of Reynolds American Inc., dated October 15, 2010.

EX-99.1

Exhibit 99.1

October 11, 2010

Board of Directors
Reynolds American Inc.
401 N. Main Street
Winston-Salem, North Carolina 27101
Attention: McDara P. Folan, III

Dear Dara:

     I have decided to retire as an employee of Reynolds American Inc. (the “Company”) on February 28, 2011. To ensure an orderly transition, I hereby submit my resignation as Chairman of the Board of the Company, effective at the close of business on October 31, 2010, and as President, Chief Executive Officer and Director of the Company, effective at the close of business on February 28, 2011.

Sincerely,

Susan M. Ivey

EX-99.2

Exhibit 99.2

Reynolds American Inc.
P.O. Box 2990
Winston-Salem, NC 27102-2990

Contact:	Media:	Investors:	RAI 2010-18
	Maura Payne	Morris Moore
	(336) 741-6996	(336) 741-3116

Reynolds American announces dividend increase, two-for-one stock split and 2011 retirement of CEO Ivey

WINSTON-SALEM, N.C. — Oct. 15, 2010 — The Reynolds American Inc. (NYSE: RAI) board of directors has approved an 8.9 percent increase in the company’s quarterly dividend and a two-for-one split of the company’s stock.

In addition, Susan M. Ivey, currently chairman, president and CEO of RAI, has notified the board of directors of her intent to retire on Feb. 28, 2011. The board has elected Daniel (Daan) M. Delen, currently chairman, president and CEO of R.J. Reynolds Tobacco Company, to be president- and CEO-elect of RAI, and a member of the board of directors, effective Jan. 1, 2011.

After ongoing evaluation, the board also decided to split the roles of chairman of the board and chief executive officer, in line with best-practice trends in corporate governance. Thomas C. Wajnert was elected non-executive chairman of RAI’s board, effective Nov. 1, 2010. Wajnert has served as the board’s lead director since 2008, serves as the chair of the board’s compensation and leadership development committee, and is a member of the corporate governance and nominating committee. He chaired the board’s audit and finance committee from 2004 to 2009.

Stock Split

The stock split will be in the form of a special 100 percent stock dividend. Shareholders of record on Nov. 1, 2010, will receive one additional share of RAI common stock for each share they own. The new shares will be issued on Nov. 15, 2010. This is the second two-for-one stock split since the company became publicly traded in 2004. After the split, there will be approximately 583 million shares of RAI common stock outstanding.

Dividend Increase

On a split-adjusted basis, RAI’s quarterly dividend will increase from $0.45 to $0.49, or from $1.80 to $1.96 on an annualized basis. On a pre-split basis, the dividend increase equates to an increase of $0.32 per share, from $3.60 to $3.92, on an annualized basis. The dividend will be payable on Jan. 3, 2011, to shareholders of record on Dec. 10, 2010. This will be the 26th consecutive quarterly dividend paid to shareholders since the company became publicly traded in 2004, and the sixth dividend increase.

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Executive Changes

Ivey, 51, has been chairman, president and CEO of Reynolds American since 2006. She served as RAI’s president and CEO and a member of the board of directors between 2004 and 2006. From 2001 to 2004, Ivey was president and CEO of Brown & Williamson Tobacco Corp. Brown & Williamson and R.J. Reynolds Tobacco Co. combined their U.S. businesses in 2004.

“My 30-year career in the tobacco industry, including 10 years in the CEO role, has been rewarding, challenging and fulfilling,” Ivey said. “Daan Delen and I have worked together for many years, and have worked diligently over the last four years, in particular, to set the successful course on which RAI and its operating companies are now headed. I have every confidence that Daan, his leadership team and all our employees will continue to deliver terrific results.

“I take great pride in what the employees of RAI and each of its operating companies have achieved in the last six years, and am truly grateful for their dedication to this company and its shareholders,” Ivey said. “With Tom Wajnert in the role of chairman, the company’s commitment to returning value to its shareholders is quite secure. Certainly the board’s decisions to increase RAI’s dividend and split the stock underscore their belief in the company’s business fundamentals and management team,” she said.

Following Wajnert’s assumption of the role of chairman of the board Nov. 1, 2010, Ivey will remain on the board, and will continue in her role as president and CEO of RAI. On Feb. 28, 2011, she will resign from those positions with the company and resign from the board.

Delen, 44, is chairman, president and CEO of R.J. Reynolds Tobacco Company, the largest of RAI’s operating companies. Before joining R.J. Reynolds in January 2007, he was the president of British American Tobacco Ltd. (BAT) – Japan. He joined the BAT organization in 1989 and served in a number of capacities for the company in Guatemala, the United Kingdom, Singapore, Chile, Argentina and the U.S.

“I look forward to taking on the CEO role of RAI, particularly at this time when the company has such a well-established strategic growth plan in place,” Delen said. “Susan and I have worked closely to align the companies’ businesses to position them for success, and it will be a great pleasure to continue to see those plans through. With the support of the extraordinary employees we have at RAI and its operating companies, I look forward to continuing our very successful trajectory,” he said.

In addition to his role on RAI’s board, Wajnert, 67, provides senior advisory services to CEOs and public and privately owned companies. He is a principal of The Alta Group, a global consultancy focused on the financial-services sector, and serves as chairman of the audit committee at UDR. He is also chairman of FGIC, a private-equity-owned insurance company. He is the retired founder, chairman and CEO of AT&T Capital Corporation.

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“I want to thank and congratulate Susan on her long years of service to this company and this industry,” Wajnert said. “Her 30 years of expertise in the industry added great insight to her role as chairman of the board. In keeping with best practices in corporate governance, however, the board determined that this is the appropriate time for the company to split the roles of chairman and chief executive. I look forward to working closely with Daan Delen, who also brings decades of domestic and international tobacco experience to his new role,” he said.

Web Disclosure

RAI’s website, www.ReynoldsAmerican.com, is the primary source of publicly disclosed news about RAI and its operating companies. We use the website as our primary means of distributing quarterly earnings and other company news. We encourage investors and others to register at www.ReynoldsAmerican.com to receive alerts when news about the company has been posted.

ABOUT US

Reynolds American Inc. (NYSE: RAI) is the parent company of R.J. Reynolds Tobacco
Company; American Snuff Company, LLC; Santa Fe Natural Tobacco Company, Inc.; and Niconovum AB.

• R.J. Reynolds Tobacco Company is the second-largest U.S. tobacco company. The company’s brands include five of the 10 best-selling cigarettes in the U.S.: Camel, Pall Mall, Winston, Doral and Kool.

• American Snuff Company, LLC (formerly Conwood Company, LLC) is the nation’s second-largest manufacturer of smokeless tobacco products. Its leading brands are Kodiak, Grizzly and Levi Garrett. American Snuff Co. also sells and distributes a variety of tobacco products manufactured by Lane, Limited, including Winchester and Captain Black little cigars, and Bugler roll-your-own tobacco.

• Santa Fe Natural Tobacco Company, Inc. manufactures Natural American Spirit cigarettes and other additive-free tobacco products, and manages and markets other super-premium brands.

• Niconovum AB markets innovative nicotine replacement therapy products in Sweden and Denmark under the Zonnic brand name.

Copies of RAI’s news releases, annual reports, SEC filings and other financial materials, including risk factors containing forward-looking information, are available at www.ReynoldsAmerican.com.

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