Item 5.02.               Departure of Directors or Certain Officers; Election of Directors;
                         Appointment of Certain Officers; Compensatory Arrangements of Certain
                         Officers.

As described below under Item 5.07, on May 4, 2022, shareholders of Philip Morris International Inc. (the "Company") approved the Philip Morris International Inc. 2022 Performance Incentive Plan. A summary of the material terms of the Philip Morris International Inc. 2022 Performance Incentive Plan is set forth under the caption "Approval of the 2022 Performance Incentive Plan" in the Company's proxy statement dated March 24, 2022 (the "Proxy Statement"). The summary is qualified in its entirety by reference to the Philip Morris International Inc. 2022 Performance Incentive Plan, filed as Exhibit B to the Proxy Statement, and attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference to this Item 5.02.




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

On May 4, 2022, the Company held its Annual Meeting of Shareholders ("Annual Meeting"). There were 1,253,884,403 shares of Common Stock, constituting 80.89% of outstanding shares on the record date (March 11, 2022), represented in person or by proxy at the meeting. The matters voted upon at the Annual Meeting and the results of such voting are set forth below:

Proposal 1: Election of Directors of the Company.



Name                          For              Against         Abstain        Broker Non-Vote
Brant Bonin Bough        1,068,273,348        8,160,028       2,765,053         174,685,974
André Calantzopoulos     1,057,452,830       19,279,652       2,465,947         174,685,974
Michel Combes             952,502,192        123,967,799      2,728,438         174,685,974
Juan José Daboub         1,051,823,101       24,796,212       2,579,116         174,685,974
Werner Geissler          1,003,694,237       72,773,510       2,730,682         174,685,974
Lisa A. Hook             1,042,884,550       33,851,658       2,462,221         174,685,974
Jun Makihara             1,051,871,233       24,779,621       2,547,575         174,685,974
Kalpana Morparia         1,039,277,076       37,404,160       2,517,193         174,685,974
Lucio A. Noto            1,007,768,807       57,261,062       14,168,560        174,685,974
Jacek Olczak             1,070,136,590        6,602,935       2,458,904         174,685,974

Frederik Paulsen 1,070,930,384 5,633,989 2,634,056 174,685,974 Robert B. Polet 1,031,484,120 45,056,587 2,657,722 174,685,974 Dessislava Temperley 1,065,112,812 11,534,399 2,551,218 174,685,974 Shlomo Yanai

             1,053,734,878       22,885,466       2,578,085         174,685,974

All director nominees were duly elected.

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Proposal 2: Advisory Vote Approving Executive Compensation.



     For             Against         Abstain       Broker Non-Vote

 751,820,683       322,282,869      5,094,877        174,685,974

The proposal was approved on an advisory basis.




Proposal 3: Approval of the Philip Morris International Inc. 2022 Performance
Incentive Plan.


       For             Against         Abstain       Broker Non-Vote

  1,029,613,750       45,308,348      4,276,331        174,685,974

The proposal was approved.

Proposal 4: Ratification of the Selection of PricewaterhouseCoopers SA as Independent Auditors for the fiscal year ending December 31, 2022.



       For             Against        Abstain

  1,241,673,409       9,067,610      3,143,384

The proposal was approved.

Proposal 5: Shareholder Proposal to Phase Out all Production of PMI's Health-Hazardous and Addictive Products by 2025.



     For              Against          Abstain        Broker Non-Vote

  15,491,549       1,043,750,950      19,955,930        174,685,974


The proposal was defeated.

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Item 9.01.     Financial Statements and Exhibits.



(d)   Exhibits.



10.1                  Philip Morris International Inc    .     20    2    2     Performance
                    Incentive Plan    .



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

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