Item 2.02. Results of Operations and Financial Condition. OnOctober 28, 2021 ,Altria Group, Inc. ("Altria") issued an earnings press release announcing its financial results for the quarter endedSeptember 30, 2021 . A copy of the earnings press release is attached as Exhibit 99.1 and is incorporated by reference in Item 2.02 of this Current Report on Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, 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 2.02 of this Current Report on Form 8-K 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Departure of DirectorAltria 's Board of Directors (the "Board") has retirement guidelines that require a director who will have attained the age of 75 as of the date of the next annual meeting ofAltria 's shareholders to tender his or her written resignation to the Board at least six months prior to that annual meeting. In accordance with the retirement guidelines, John T. Casteen III (age 77), a director ofAltria since 2010, submitted his written resignation to the Board, and, onOctober 27, 2021 , the Board, based on the recommendation of the Board'sNominating, Corporate Governance and Social Responsibility Committee , acceptedMr. Casteen's resignation effective upon completion of his current term. Consequently,Mr. Casteen will not stand for re-election to the Board atAltria 's 2022 Annual Meeting of Shareholders, which is presently anticipated to be held onMay 19, 2022 . Election of Directors OnOctober 27, 2021 , the Board electedMarjorie M. Connelly andR. Matt Davis to the Board effective immediately. The Board also electedMs. Connelly to the Board's Audit, Innovation and Nominating, Corporate Governance and Social Responsibility Committees andMr. Davis to the Board's Finance, Innovation and Nominating, Corporate Governance and Social Responsibility Committees effective immediately. The Board affirmatively determined that each ofMs. Connelly andMr. Davis qualifies as an independent director under theNew York Stock Exchange listing standards andAltria 's standards for director independence.Ms. Connelly andMr. Davis will be compensated for their service on the Board pursuant toAltria 's existing compensation program for non-employee directors, which is described under " Director Compensation " inAltria 's proxy statement for its 2021 Annual Meeting of Shareholders (filed with theSecurities and Exchange Commission onApril 8, 2021 ) and incorporated in this Item 5.02 by reference. Item 7.01 Regulation FD Disclosure. In connection withMr. Casteen's retirement from the Board andMs. Connelly's andMr. Davis's election to the Board,Altria issued a press release, a copy of which is attached as Exhibit 99.2 and is incorporated by reference in Item 7.01 of this Current Report on Form 8-K. Item 9.01. Financial Statements and Exhibits. (d) Exhibits 99.1Altria Group , Inc. Earnings Press Release, dated October 28 , 2021 (furnished under Item 2.02) 99.2Altria Group , Inc. Press Release, dated October
28, 2021 (furnished under
Item 7.01) 104 The cover page from this Current Report on Form
8-K, formatted in Inline XBRL
(included as Exhibit 101) 2
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