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): May 16, 2013

ALTRIA GROUP, INC.

(Exact name of registrant as specified in its charter)

Virginia	1-08940	13-3260245
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

6601 West Broad Street, Richmond, Virginia	23230
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (804) 274-2200

(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:

¨ 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 5.07.         Submission of Matters to a Vote of Security Holders.

On May 16, 2013, Altria Group, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). There were 1,736,683,623 shares of common stock of the Company represented in person or by proxy at the meeting, constituting 86.46% of outstanding shares on March 25, 2013, the record date for the Annual Meeting. The matters voted upon at the Annual Meeting and the final results of such voting are set forth below:

Proposal 1:         To Elect Eleven* Directors of the Company.

Name	For	Against	Abstain	Broker Non-Vote
Gerald L. Baliles	1,251,194,558	27,036,088	5,064,986	453,369,443
Martin J. Barrington	1,248,646,130	26,640,557	8,009,144	453,369,443
John T. Casteen III	1,194,256,752	84,247,346	4,791,734	453,369,443
Dinyar S. Devitre	1,265,996,313	12,351,651	4,947,867	453,369,443
Thomas F. Farrell II	1,256,326,285	22,142,489	4,845,205	453,369,443
Thomas W. Jones	1,246,508,454	32,078,964	4,726,762	453,369,443
Debra J. Kelly-Ennis	1,269,799,800	8,968,753	4,545,626	453,369,443
W. Leo Kiely III	1,256,208,532	22,258,638	4,847,010	453,369,443
Kathryn B. McQuade	1,267,600,274	11,160,015	4,553,890	453,369,443
George Muñoz	1,266,253,568	12,252,780	4,807,831	453,369,443
Nabil Y. Sakkab	1,265,947,416	12,444,029	4,922,724	453,369,443

All director nominees were duly elected.

* As previously reported, in connection with Dr. Elizabeth E. Bailey’s retirement effective on the date of the Annual Meeting, the Board of Directors of the Company (the “Board”) amended Article II, Section 2 of the Amended and Restated By-Laws, filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on February 26, 2013, in order to decrease the size of the Board from twelve (12) to eleven (11) directors, effective on the date of the Annual Meeting.

Proposal 2:  Ratification of the Selection of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2013.

For	Against	Abstain
1,709,140,659	21,705,363	5,837,601

The selection of Independent Registered Public Accounting Firm was ratified.

Proposal 3:         Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers.

For	Against	Abstain	Broker Non-Vote
1,216,322,678	55,333,533	11,657,969	453,369,443

The proposal was approved on an advisory basis.

Proposal 4:         Shareholder Proposal - Disclosure of Lobbying Policies and Practices.

For	Against	Abstain	Broker Non-Vote
264,468,781	947,237,847	71,606,196	453,369,443

The proposal was defeated.

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Item 7.01.         Regulation FD Disclosure.

In connection with the Annual Meeting, the Company issued a press release on May 16, 2013, in which the Company, among other things, reaffirmed guidance for 2013. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including the exhibit hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in Item 7.01 to this Current Report shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

Item 9.01.         Financial Statements and Exhibits.

(d) Exhibits

99.1 Altria Group, Inc. Press Release, dated May 16, 2013 (furnished pursuant to Item 7.01)

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SIGNATURES

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.

ALTRIA GROUP, INC.
By:	/s/ W. HILDEBRANDT SURGNER, JR.
Name:	W. Hildebrandt Surgner, Jr.
Title:	Corporate Secretary and Senior Assistant General Counsel

DATE: May 16, 2013

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Altria Group, Inc. Press Release, dated May 16, 2013 (furnished pursuant to Item 7.01)

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EX-99.1

Exhibit 99.1

ALTRIA HOLDS ANNUAL MEETING OF SHAREHOLDERS

▪ Altria announces Annual Meeting voting results

▪ Altria reaffirms 2013 full-year guidance for reported and adjusted diluted earnings per share

▪ Altria declares regular quarterly dividend of $0.44 per common share

RICHMOND, Va. - May 16, 2013 - Altria Group, Inc. (Altria) (NYSE: MO) held its Annual Meeting of Shareholders (Annual Meeting) today. Altria's Chairman and Chief Executive Officer, Marty Barrington, updated shareholders on Altria's continuing progress against its corporate Mission, which enables Altria to deliver superior returns to shareholders.

Voting Results for Altria's 2013 Annual Meeting

At today's Annual Meeting, Altria's shareholders elected to a one-year term each of the 11 nominees for director named in Altria's proxy statement; ratified the selection of PricewaterhouseCoopers LLP as Altria's independent registered public accounting firm for the fiscal year ending December 31, 2013; approved, on an advisory basis, the compensation of Altria's named executive officers; and defeated one shareholder proposal. Final voting results will be reported on a Current Report on Form 8-K.

2013 Full-Year Guidance

Altria reaffirms its 2013 full-year guidance for reported diluted earnings per share (EPS) to be in the range of $2.49 to $2.55. The forecast reflects the impact of Philip Morris USA Inc.'s (PM USA) previously announced settlement of the non-participating manufacturer (NPM) adjustment disputes with certain states as well as estimated SABMiller plc (SABMiller) special items.

Altria reaffirms its guidance for 2013 full-year adjusted diluted EPS, which excludes the special items shown in the table below, to be in the range of $2.35 to $2.41, representing a growth rate of 6% to 9% from an adjusted diluted EPS base of $2.21 in 2012.

6601 West Broad Street, Richmond, VA 23230

The factors described in the Forward-Looking and Cautionary Statements section of this release represent continuing risks to this forecast. Reconciliations of full-year adjusted to reported diluted EPS are shown in the table below.

Altria's Full-Year Earnings Per Share Guidance Excluding Special Items
	Full Year
	2013 Guidance						2012			Change
Reported diluted EPS	$	2.49	to	$	2.55		$	2.06		21	%	to	24%
Loss on early extinguishment of debt				—			0.28
NPM Adjustment				(0.15		)	—
Asset impairment, exit and implementation costs				—			0.01
SABMiller special items				0.01			(0.08		)
PMCC leveraged lease benefit				—			(0.03		)
Tax items*				—			(0.03		)
Adjusted diluted EPS	$	2.35	to	$	2.41		$	2.21		6%		to	9%

* Excludes the tax impact of the Philip Morris Capital Corporation (PMCC) leveraged lease benefit.

Regular Quarterly Dividend

Following today's Annual Meeting, Altria's Board of Directors declared a regular quarterly dividend of $0.44 per common share, payable on July 10, 2013, to shareholders of record as of June 14, 2013. The ex-dividend date is June 12, 2013.

Remarks and Presentation

A copy of Mr. Barrington's prepared remarks and business presentation (including reconciliations of GAAP financial measures to non-GAAP financial measures) and a replay of the audio webcast of Altria's Annual Meeting are available on altria.com.

Altria's Profile

Altria directly or indirectly owns 100% of each of PM USA, U.S. Smokeless Tobacco Company LLC (USSTC), John Middleton Co. (Middleton), Ste. Michelle Wine Estates Ltd. (Ste. Michelle) and PMCC. Altria holds a continuing economic and voting interest in SABMiller.

The brand portfolios of Altria's tobacco operating companies include such well-known names as Marlboro, Copenhagen, Skoal and Black & Mild. Ste. Michelle produces and markets premium wines sold under various labels, including Chateau Ste. Michelle, Columbia Crest, 14 Hands and Stag's Leap Wine Cellars, and it exclusively distributes and markets Antinori, Champagne Nicolas Feuillatte and Villa Maria Estate products in the United States. Trademarks and service marks related to Altria referenced in this release are the property of, or licensed by, Altria or its subsidiaries. More information about Altria is available at altria.com.

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Forward-Looking and Cautionary Statements

This press release contains projections of future results and other forward-looking statements that involve a number of risks and uncertainties and are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995.

Important factors that may cause actual results and outcomes to differ materially from those contained in the projections and forward-looking statements included in this press release are described in Altria's publicly filed reports, including its Annual Report on Form 10-K for the year ended December 31, 2012 and its Quarterly Report on Form 10-Q for the period ended March 31, 2013.

These factors include the following: Altria's tobacco businesses (including PM USA, USSTC and Middleton) being subject to significant competition; changes in adult consumer preferences and demand for their products; fluctuations in raw material availability, quality and cost; reliance on key facilities and suppliers; reliance on critical information systems, many of which are managed by third-party service providers; fluctuations in levels of customer inventories; the effects of global, national and local economic and market conditions; changes to income tax laws; federal, state and local legislative activity, including actual and potential federal and state excise tax increases; increasing marketing and regulatory restrictions; the effects of price increases related to excise tax increases and concluded tobacco litigation settlements on trade inventories, consumption rates and consumer preferences within price segments; health concerns relating to the use of tobacco products and exposure to environmental tobacco smoke; privately imposed smoking restrictions; and, from time to time, governmental investigations.

Furthermore, the results of Altria's tobacco businesses are dependent upon their continued ability to promote brand equity successfully; to anticipate and respond to evolving adult consumer preferences; to develop new product technologies and markets within and potentially outside the United States; to broaden brand portfolios in order to compete effectively; and to improve productivity.

Altria and its tobacco businesses are also subject to federal, state and local government regulation, including broad-based regulation of PM USA and USSTC by the U.S. Food and Drug Administration. Altria and its subsidiaries continue to be subject to litigation, including risks associated with adverse jury and judicial determinations, courts reaching conclusions at variance with the companies' understanding of applicable law, bonding requirements in the limited number of jurisdictions that do not limit the dollar amount of appeal bonds and certain challenges to bond cap statutes.

Altria cautions that the foregoing list of important factors is not complete and does not undertake to update any forward-looking statements that it may make except as required by applicable law. All subsequent written and oral forward-looking statements attributable to Altria or any person acting on its

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behalf are expressly qualified in their entirety by the cautionary statements referenced above.

Source: Altria Group, Inc.

Altria Client Services	Altria Client Services
Investor Relations	Media Relations
804-484-8222	804-484-8897

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