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

On September 13, 2022, the Board of Directors of Philip Morris International Inc. (the "Company") approved and adopted amended and restated bylaws (the "Amended and Restated Bylaws"), which became effective the same day. Among other things, the amendments effected by the Amended and Restated Bylaws require any shareholder submitting a nomination notice to make a representation as to whether such shareholder intends to solicit proxies in support of director nominees other than the Company's nominees in accordance with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, and to provide reasonable evidence, on request of the Company, that certain requirements of such rule have been satisfied, as well as incorporating other technical changes in light of the universal proxy rules adopted by the Securities and Exchange Commission. The Amended and Restated Bylaws also update and clarify certain aspects of the appointment, removal, and resignation of the Company's officers and make ministerial, clarifying, and conforming changes.

The foregoing description is a summary and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is attached as Exhibit 3.1 hereto and incorporated by reference herein.




Item 9.01.     Financial Statements and Exhibits.



(d)   Exhibits.



3.1     Amended and Restated By-Laws.



104                Cover Page Interactive Data File (the cover page XBRL tags are embedded
                   within the Inline XBRL document and contained in Exhibit 101)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses