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 14, 2011

Reynolds American Inc.

(Exact Name of Registrant as Specified in its Charter)

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

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

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

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

¨ 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.

At its meeting on July 14, 2011, the Board of Directors, referred to as the Board, of Reynolds American Inc., referred to as RAI, elected H. Richard Kahler to serve on RAI’s Board as a Class I Director and appointed him to serve on the Board’s Compensation and Leadership Development Committee. Mr. Kahler is a designee of Brown & Williamson Holdings, Inc., referred to as B&W, a subsidiary of British American Tobacco p.l.c., referred to as BAT. (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, referred to as the governance agreement, 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 – three of which must be independent directors as defined under the New York Stock Exchange listing standards and the governance agreement. After the July 14, 2011 election of Mr. Kahler, RAI’s Board is comprised of 12 Directors. In addition to Mr. Kahler, the other current RAI Directors who have been designated as independent directors by B&W pursuant to the governance agreement are: H.G.L. (Hugo) Powell (Class II Director) and Martin D. Feinstein (Class III Director). The other current RAI Directors designated by B&W pursuant to the governance agreement are: John P. Daly (Class II Director) and Neil R. Withington (Class III Director). 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 2014, 2012 and 2013, respectively. Mr. Kahler’s initial term as a Class I Director, however, is scheduled to expire on the date of RAI’s 2012 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).

Mr. Kahler 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 10.28 to RAI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 and which is incorporated herein by reference. Mr. Kahler has entered 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 15, 2011.

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: July 18, 2011

INDEX TO EXHIBITS

Number	Exhibit
99.1	Press Release of Reynolds American Inc., dated July 15, 2011.

EX-99.1

Exhibit 99.1

Contact:	Investor Relations:	Media:	RAI 2011-13
	(336) 741-5165	Jane Seccombe
		(336) 741-5068

RAI board declares quarterly dividend, elects Kahler to board

WINSTON-SALEM, N.C. – July 15, 2011 – Reynolds American Inc. (NYSE: RAI) announced today that its board of directors declared a quarterly cash dividend on the company’s common stock of $0.53 per share ($2.12 per share annualized), and elected H. Richard Kahler as a Class I director.

The dividend will be payable on Oct. 3, 2011, to shareholders of record on Sept. 12, 2011. This is the 29th consecutive quarterly cash dividend that Reynolds American has declared since it became a public company on July 30, 2004. RAI’s policy is to return about 80 percent of the company’s current-year net income to shareholders in the form of dividends.

Kahler, a former senior executive of Caterpillar in Asia, is a member of the board of directors of Van Shung Chong based in Hong Kong. Kahler fills the board vacancy created by Betsy S. Atkins’ resignation in 2010 and will serve on the board’s Compensation and Leadership Development Committee. He is one of five RAI board members designated by Brown & Williamson Holdings, Inc., a subsidiary of British American Tobacco p.l.c., as part of the business combination undertaken in 2004 that resulted in the formation of RAI.

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 many of the best-selling cigarettes in the U.S.: Camel, Pall Mall, Winston, Kool, Doral and Salem.

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

• 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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