Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the decision by the Board of Directors (the "Board") of Altria Group, Inc. ("Altria") to elect Kathryn B. McQuade as Chair of the Board, the Board approved on May 20, 2021 amendments to Altria's Amended and Restated By-Laws to change references from "chairman" to "chair." These amendments became effective immediately. A copy of Altria's Amended and Restated By-Laws is attached as Exhibit 3.1 and is incorporated by reference in Item 5.03 of this Current Report on Form 8-K.

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

On May 20, 2021, Altria held its 2021 Annual Meeting of Shareholders (the "Annual Meeting"). There were 1,532,775,474 shares of Altria's common stock represented in person or by proxy at the Annual Meeting, constituting 82.75% of outstanding shares on March 29, 2021, the record date for the Annual Meeting. The matters voted upon at the Annual Meeting and the final voting results are set forth below:

Proposal 1: Election of 11 Directors.



Name                                 For             Against         Abstain       Broker Non-Vote
John T. Casteen III             1,157,881,197       29,825,863      4,678,911        340,389,503
Dinyar S. Devitre               1,159,678,101       28,446,287      4,261,583        340,389,503
William F. Gifford, Jr.         1,176,534,422       11,992,827      3,858,722        340,389,503
Debra J. Kelly-Ennis            1,172,707,943       15,746,662      3,931,366        340,389,503
W. Leo Kiely III                1,155,724,040       32,187,268      4,474,663        340,389,503
Kathryn B. McQuade              1,165,048,584       23,398,446      3,938,941        340,389,503
George Muñoz                    1,145,421,297       42,589,384      4,375,290        340,389,503
Mark E. Newman                  1,175,942,631       12,089,126      4,354,214        340,389,503
Nabil Y. Sakkab                 1,159,437,751       28,333,750      4,614,470        340,389,503
Virginia E. Shanks              1,171,892,905       16,545,576      3,947,490        340,389,503
Ellen R. Strahlman              1,179,927,655       8,433,710       4,024,606        340,389,503

All nominees were duly elected as directors of Altria. Proposal 2: Ratification of the Selection of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2021.



       For             Against         Abstain
  1,478,263,668       49,719,125      4,792,681

The selection of the Independent Registered Public Accounting Firm was ratified. Proposal 3: Non-Binding Advisory Vote to Approve the Compensation of Altria's Named Executive Officers.



       For              Against         Abstain        Broker Non-Vote

1,007,173,884 174,179,832 11,032,255 340,389,503

The proposal was approved on an advisory basis.



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Proposal 4: Shareholder Proposal - Review and Report on Underage Tobacco Prevention Policies and Marketing Practices.



                     For             Against         Abstain        Broker Non-Vote
                 424,970,881       753,288,544      14,126,546        340,389,503


The proposal was defeated.

Proposal 5:   Shareholder Proposal - Disclosure of Lobbying Policies and
Practices.

     For             Against         Abstain       Broker Non-Vote
 394,167,940       788,623,913      9,594,118        340,389,503

The proposal was defeated.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits



   3.1     Amended and Restated By-Laws of Altria Group, Inc. (effective as of May
             20    , 202    1    )
   104   Cover Page Interactive File (the cover page tags are embedded within the Inline
         XBRL document)





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