8-K

UNITED STATES
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) July 16, 2008

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.

(b) and (d). At its meeting on July 16, 2008, the Board of Directors of Reynolds American Inc. (“RAI”) elected Luc Jobin and Holly K. Koeppel to serve on RAI’s Board as a Class I Director and Class II Director, respectively, and appointed each of them to serve on the Board’s Audit and Finance Committee. In addition, at its July 16 meeting, RAI’s Board accepted the resignation, effective December 5, 2008, of Antonio Monteiro de Castro, who has served on RAI’s Board (as a Class II Director) since July 2004, as a designee of Brown & Williamson Holdings, Inc. (“B&W”), a subsidiary of British American Tobacco p.l.c. (“BAT”). On July 16, 2008, B&W also designated Nicandro Durante for nomination to RAI’s Board to succeed Mr. Monteiro de Castro as an RAI Director upon Mr. Monteiro de Castro’s retirement on December 5, 2008. RAI’s Board will vote upon Mr. Durante’s formal nomination and election to the Board at its December, 2008 meeting. (A copy of the press release announcing the foregoing Board and Board Committee appointments is attached to this Report as Exhibit 99.1.)

          Under the terms of a July 30, 2004 governance agreement, as amended, among RAI, B&W and BAT, B&W has the right, based on its current ownership of approximately 42% of RAI common stock, to designate five people for nomination to RAI’s Board; after the July 16, 2008 election of Directors, RAI’s Board is comprised of 13 Directors. In addition to Mr. Monteiro de Castro, the other current RAI Directors who have been designated by B&W as such pursuant to the foregoing governance agreement are: Betsy S. Atkins (a Class I Director), H.G.L. (Hugo) Powell (a Class II Director), and Martin Feinstein and Neil Withington (Class III Directors). Each class of RAI Directors serves a staggered three-year term, with the term of the Class I, Class II and Class III Directors ending generally on the date of the RAI annual shareholders’ meeting held in 2011, 2009 and 2010, respectively. Mr. Jobin’s initial term as a Class I Director, however, is scheduled to expire on the date of RAI’s 2009 annual shareholders’ meeting because under the law of North Carolina (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).

          Each of Mr. Jobin and Ms. Koeppel is eligible to participate in the non-employee director compensation arrangements described in the Reynolds American Inc. Outside Directors’ Compensation Summary, which summary was filed as Exhibit 10.39 to RAI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 and which is incorporated herein by reference. In consideration for the RAI Board service of Mr. Durante, who is a full-time employee of BAT, RAI will pay BAT the amount of $237,500 per year; that amount is in lieu of any other compensation (other than the reimbursement of certain expenses) to which Mr. Durante otherwise would be entitled in his capacity as a member of RAI’s Board. Each of Mr. Jobin and Ms. Koeppel has entered into, and Mr. Durante upon his election to the Board will enter into, an indemnification agreement with RAI, the same indemnification agreement which RAI offers to all of its executive officers and directors. Such indemnification agreement was filed as Exhibit 10.1 to RAI’s Form 8-K dated February 1, 2005 and is incorporated by reference herein.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits.

     The following is furnished as an Exhibit to this Report.

Number	Exhibit
99.1	Press Release of Reynolds American Inc., dated July 16, 2008.

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/ Frederick W. Smothers
	Name:	Frederick W. Smothers
	Title:	Senior Vice President and Chief Accounting Officer

Date: July 16, 2008

EX-99.1

Exhibit 99.1

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

Contact:	Investor Relations:	Media:	RAI 2008-14
	Morris Moore	Seth Moskowitz
	(336) 741-3116	(336) 741-7698

Reynolds American Announces New Board Members

WINSTON-SALEM, N.C. – July 16, 2008 – Luc Jobin and Holly K. Koeppel were elected to the board of directors of Reynolds American Inc. (NYSE: RAI), effective immediately, at a regularly scheduled meeting of RAI’s board today.

Jobin is the executive vice president of Power Corporation of Canada (PCC), an international management and holding company with interests in financial services, communications and other business sectors. Koeppel is executive vice president and chief financial officer of American Electric Power (AEP), one of the largest power generators and distributors in the United States. Jobin and Koeppel will both serve on the board’s Audit and Finance Committee.

During today’s meeting, the RAI board also accepted the resignation, effective Dec. 5, 2008, of Antonio Monteiro de Castro, who has served on the board since July 2004 as a designee of Brown & Williamson Holdings, Inc. (B&W). B&W is an indirect subsidiary of British American Tobacco p.l.c. (BAT), the world’s second-largest tobacco group.

B&W has designated Nicandro Durante as the nominee to succeed Monteiro de Castro on the board in December. Durante has been BAT’s chief operating officer since January 2008. Through its B&W subsidiary, BAT is RAI’s largest shareholder, with an approximately 42 percent ownership interest in the company. B&W has exercised its right to designate five people for nomination to RAI’s board. Following today’s election of RAI directors, the RAI board has 13 members.

Jobin has been executive vice president of PCC since February 2005, with responsibility for overseeing PCC’s diversified portfolio of investments. Prior to joining PCC, Jobin spent 22 years in a variety of financial and executive management positions with Imasco Limited and its Canadian tobacco subsidiary, Imperial Tobacco. Imasco, a major Canadian consumer products and services corporation, became a BAT subsidiary in 2000. Jobin served as president and chief executive officer of Imperial Tobacco from the fall of 2003 until he joined PCC.

Jobin is a member of the board of the On the Tip of the Toes Foundation, which organizes therapeutic adventure expeditions for teenagers living with cancer.

Jobin is a chartered accountant who holds a bachelor’s degree in criminology from Nova University and a graduate accounting degree from McGill University.

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Koeppel has been executive vice president and chief financial officer of AEP since 2006. She joined AEP in 2000 as vice president, new ventures, AEP corporate development and was promoted to senior vice president, corporate development and strategy in 2002. Later that year, she was promoted to executive vice president, energy services. She became executive vice president, commercial operations in 2003 and served as executive vice president of AEP Utilities-East from 2004 until she was appointed chief financial officer in 2006.

Prior to joining AEP, Koeppel was regional vice president, Asia Pacific, Sydney, Australia for Consolidated Natural Gas from 1996 to 2000.

Koeppel has served as a director on the boards of energy or technology companies in the United Kingdom, Brazil, China and Australia. She is currently serving on the Advisory Board of Rolls Royce Solid-Oxide Fuel Cell Division and is a director of Energy Insurance Mutual. She is an active advocate of the Women’s Fund of Central Ohio, a member of the The Ohio State University Dean’s Advisory Council and a member of the Opera Columbus Board and the Board of the Center of Science and Industry.

Koeppel holds bachelor’s and master’s business degrees from The Ohio State University.

Durante has been chief operating officer of BAT since January 2008. He joined BAT’s Brazilian subsidiary Souza Cruz in 1981 and has held a number of financial and managerial positions for BAT affiliates in Europe, South American, Africa, the Middle East and Asia.

Durante holds a bachelor’s degree in finance and business administration from Pontificie Universidade Catolica.

ABOUT US

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

• 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 United States: Camel, Kool, Pall Mall, Winston and Doral.

• Conwood Company, LLC is the nation’s second-largest manufacturer of smokeless tobacco products. Its leading brands are Kodiak, Grizzly and Levi Garrett. Conwood 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.

• R.J. Reynolds Global Products, Inc., directly or through others, manufactures, sells and/or distributes American-blend cigarettes, including Natural American Spirit, and other tobacco products to a variety of customers in selected markets outside the United States.

Copies of RAI’s news releases, annual reports, SEC filings and other financial materials are available at www.ReynoldsAmerican.com.

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