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): May 19, 2011
Lorillard, Inc.
(Exact name of registrant as specified in its charter)
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| DELAWARE |
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001-34097 |
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13-1911176 |
| (State or other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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714 Green Valley
Road
Greensboro, North Carolina
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24708-7018 |
| (Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number,
including area code: (336) 335-7000
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| (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:
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))
1
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 19, 2011, Lorillard, Inc. (the “Company”) held its 2011 annual meeting of shareholders (the
“Annual Meeting”) in Greensboro, North Carolina (i) to elect three Class III directors to hold
office until the annual meeting of shareholders for 2014, and until their successors are duly
elected and qualified, (ii) to hold a non-binding, advisory vote on the Company’s executive
compensation, (iii) to hold a non-binding, advisory vote on the frequency of future advisory votes
on the Company’s executive compensation, (iv) to ratify the selection of Deloitte & Touche LLP as
the Company’s independent registered public accounting firm for the fiscal year ending December 31,
2011, (v) to consider a shareholder proposal on a majority vote standard for director elections and
(vi) to consider a shareholder proposal on reporting political contributions and expenditures.
There were 116,269,664 shares of the Company’s common stock, constituting in excess of 80% of the
outstanding shares on the record date (March 29, 2011), represented in person or by proxy at the
meeting. The results for each of the matters voted upon at the Annual Meeting are set forth below:
Proposal 1 — Election of Class III Directors.
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Votes Cast For |
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Votes Withheld |
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Broker Non-Votes |
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Dianne Neal Blixt |
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103,769,663 |
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1,448,423 |
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11,051,578 |
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David E.R. Dangoor |
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103,206,302 |
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2,011,784 |
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11,051,578 |
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Murray S. Kessler |
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102,559,418 |
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2,658,668 |
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11,051,578 |
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Each of the Class III directors was duly elected. In addition, the terms of office for the
following directors continued after the meeting: Robert C. Almon, Virgis W. Colbert, Kit D. Dietz,
Richard W. Roedel and Nigel Travis.
Proposal 2 — Advisory vote on the Company’s executive compensation.
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| Votes Cast For |
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Votes Cast Against |
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Abstentions |
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Broker Non-Votes |
88,426,448
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16,585,794
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205,844
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11,051,578 |
The proposal was approved on an advisory basis.
Proposal 3 — Advisory vote on the frequency of future advisory votes the Company’s executive
compensation.
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| Votes Cast for 1 Year |
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Votes Cast for 2 Years |
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Votes Cast for 3 Years |
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Abstentions |
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Broker Non-Votes |
| 83,185,600
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229,333
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21,757309
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45,844
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11,051,578 |
The shareholders voted, on an advisory basis, that the Company hold future advisory votes on the
Company’s executive compensation every one year. In accordance with this advisory vote, the Board
of Directors has determined to hold an annual advisory vote on the Company’s executive compensation
until the next advisory vote on the frequency of future advisory votes on the Company’s executive
compensation, which is required to be held every six years.
Proposal 4 — Ratification of the selection of Deloitte & Touche LLP as the Company’s independent
registered public accounting firm for the fiscal year ending December 31, 2011.
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| Number of |
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Number of |
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Number of |
| Votes Cast For |
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Votes Cast Against |
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Abstentions |
| 114,518,244
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1,674,484
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76,936 |
The selection of Deloitte & Touche LPP was ratified.
Proposal 5 — Shareholder proposal on a majority vote standard for director elections.
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| Votes Cast For |
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Votes Cast Against |
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Abstentions |
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Broker Non-Votes |
| 89,315,479
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12,909,781
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976,121
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13,068,283 |
The proposal was approved.
Proposal 6 — Shareholder proposal on reporting political contributions and expenditures.
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| Votes Cast For |
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Votes Cast Against |
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Abstentions |
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Broker Non-Votes |
| 42,271,340
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49,955,016
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12,991,730
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11,051,578 |
The proposal was defeated.
Item 7.01 Regulation FD Disclosure.
At the Company’s Annual Meeting on May 19, 2011, Mr. Murray S. Kessler, Chairman, President and
CEO, stated that the Company’s Board of Directors considered the shareholder proposals and intends
to implement a majority voting standard for director elections prior to its next annual meeting of shareholders. Mr.
Kessler further stated that, despite the fact that the shareholder proposal on political
contributions and expenditures was defeated, the Company intends to provide additional disclosure
regarding the principles and criteria it has established for making political contributions and
expenditures as well as the oversight of such contributions.
The information under Item 7.01 in this Form 8-K is being furnished and shall not be deemed to be
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or
otherwise subject to the liabilities of that section, nor shall it be incorporated by reference
into a filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly
set forth by specific reference in such a filing.
Forward-Looking Statements
Certain statements made in this press release are “forward-looking statements” within the meaning
of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”). Forward-looking
statements include, without limitation, any statement that may project, indicate or imply future
results, events, performance or achievements, and may contain the words “expect,” “intend,” “plan,”
“anticipate,” “estimate,” “believe,” “may,” “will be,” “will continue,” “will likely result” and
similar expressions. In addition, any statement that may be provided by management concerning
future financial performance (including future revenues, earnings or growth rates), ongoing
business strategies or prospects and possible actions by Lorillard, Inc. are also forward-looking
statements as defined by the Reform Act.
Forward-looking statements are based on current expectations and projections about future events
and are inherently subject to a variety of risks and uncertainties, many of which are beyond our
control, that could cause actual results to differ materially from those anticipated or projected.
Information describing factors that could cause actual results to differ materially from those in
forward-looking statements is available in Lorillard, Inc.’s filings with the Securities and
Exchange Commission (the “SEC”), including but not limited to, our Annual Report on Form 10-K and
Quarterly Reports on Form 10-Q. These filings are available from the SEC over the Internet or in
hard copy, and are available on our website at www.lorillard.com. Forward-looking
statements speak only as of the time they are made, and we expressly disclaim any obligation or
undertaking to update these statements to reflect any change in expectations or beliefs or any
change in events, conditions or circumstances on which any forward-looking statement is based.