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): March 31, 2014
Lorillard, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE | 001-34097 | 13-1911176 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
714 Green Valley Road
Greensboro, North Carolina 27408-7018
(Address of principal executive offices, including zip code)
(336) 335-7000
(Registrants telephone number, including area code)
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:
¨ | 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 (17 CFR 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. |
On March 31, 2014, the Board of Directors of Lorillard, Inc. (Lorillard or the Company) elected Jerry W. Levin to the Board of Directors. The Board of Directors has determined that Mr. Levin meets the independence requirements under the New York Stock Exchange Listing Standards. There have been no transactions since January 1, 2013, and there are no currently proposed transactions, in which the Company was or is to be a participant and in which Mr. Levin or any member of his immediate family had or will have any interest, that are required to be reported under Item 404(a) of Regulation S-K. The selection of Mr. Levin was not pursuant to any arrangement or understanding between him and any other person. A third-party search firm retained by the Nominating and Corporate Governance Committee provided assistance in identifying him as a potential Board candidate. The Nominating and Corporate Governance Committee of the Board of Directors recommended Mr. Levin to the full Board of Directors as a nominee for election.
Mr. Levin will be compensated in accordance with compensation programs for non-executive directors as disclosed in the Companys most recent proxy statement. The Board intends to appoint Mr. Levin to one or more committees of the Board Mr. Levin at a later date.
On March 31, 2014, the Company also entered into an indemnification agreement with each of Mr. Levin and Andrew H. Card, Jr. in the Companys standard form entered into with its other directors, which is incorporated herein by reference to Exhibit 10.19 of our Amended Registration Statement on Form S-4 filed on May 9, 2008.
A copy of the press release issued on March 31, 2014 by Lorillard announcing Mr. Levins election to the Board is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits |
99.1 | Press release dated March 31, 2014. |
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.
LORILLARD, INC. | ||
(Registrant) | ||
By: | /s/ David H. Taylor | |
David H. Taylor | ||
Executive Vice President, Finance and Planning and Chief Financial Officer |
Dated: April 4, 2014
Exhibit 99.1
Contact: | Robert Bannon Director, Investor Relations (336) 335-7665 | |||
Lorillard Elects New Board Member
Jerry W. Levin Joins Lorillard Board as an Independent Director
GREENSBORO, N.C., March 31, 2014 Lorillard, Inc. (NYSE: LO), the third largest tobacco company in the United States, today announced the election of Jerry W. Levin to its Board of Directors, effective immediately. The Board is now comprised of nine members, eight of whom are non-executive independent directors.
We are delighted that Jerry has joined our Board. He brings extensive leadership and strategic experience within the consumer products industry to our Boards already broad range of talents, said Murray S. Kessler, Chairman, President and CEO of Lorillard, Inc. We look forward to Jerrys contributions as we work to achieve our goal to consistently deliver double digit total shareholder returns over the long term.
Jerry W. Levin serves as Executive Chairman of Wilton Brands Inc., a creative consumer products company, a position he has held since 2009. He also served as Chief Executive Officer of Wilton Brands Inc. from 2009 to 2014. Mr. Levin served as Chairman and Chief Executive Officer of JW Levin Partners LLC, a management and investment firm that he founded in 2005. Prior to that, he served as Chairman and interim Chief Executive Officer of Sharper Image Corporation, Chairman and Chief Executive Officer of American Household, Inc. (formerly Sunbeam Corporation) and Chairman and Chief Executive Officer of Revlon International Corporation. Mr. Levin also serves on the Board of Directors of U.S. Bancorp and Ecolab Inc.
About Lorillard, Inc.
Lorillard, Inc. (NYSE: LO), through its Lorillard Tobacco Company subsidiary, is the third largest manufacturer of cigarettes in the United States. Founded in 1760, Lorillard is the oldest continuously operating tobacco company in the U.S. Newport, Lorillards flagship premium cigarette brand, is the top selling menthol and second largest selling cigarette in the U.S. In addition to Newport, the Lorillard product line has four additional cigarette brand families marketed under the Kent, True, Maverick and Old Gold brand names. These five brands include 43 different product offerings which vary in price, taste, flavor, length and packaging. Lorillard, through its other subsidiaries, is also a leading global electronic cigarette company, marketed under the blu eCigs and SKYCIG brands. Newport, Kent, True, Maverick, Old Gold, blu eCigs and SKYCIG are the registered trademarks of Lorillard and its subsidiaries. Lorillard maintains its corporate headquarters and manufactures all of its traditional cigarette products in Greensboro, North Carolina.
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, or 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.