Tobacco Documents Online

PTvposal d The Company is informed that Lewis D. Gilbert, a record holder of 80 shares of Comraon Stock, whose address is 1165 Park Avenue, New York 28, New York, and/or John J. Gilbert, a record llolder of 80 ahares of Common Stock, whose address is 1165 Park Avenue, New York 28, iNew York, and/or John CampbeB Henry, a record holder ul 400 ~laxes of Common Stock, whose address is 5 East 93rd Street, New York, New York, intend ~o introduce at the forthcoming AImual Meeting the following resolutimi (designated kereha as Proposal A) : "RESOnVED: q~at the stoelsholders of The Amerlean Tobacco Company, assembled in annual meeting in person and by proxy, hereby request that the Board o£ Directors take the necessary steps to amend the by-laws of the Corporation so as to increase the number of directors from nineteen to ~.wenty3~ The proposera ol this resolution, Messrs. Gilbert, Gilbert and Henry, have furnished the following statement settiz~g forth the reasons advanced by them in suppmt of their proposah "Last year some 222~935 votes were east in favor of a similar proposal, showil~g many owners of American Tobacco share ore" view- point that tile public stocld~olders should be represented on the Board wiffeh, at the present time, includes only employees of the Corporatiom R. I. Reynolds Tobacco Company has now put its fixst non-employee director on it~ Board and A~erieon Tobacco should do tke same. Tiffs is especially important at the present time of mwertaiff~- for the tobacco iDdustry. If you agree, please mark yottr ballot FOR this resolution, ether'also it is automatieaUy cast against it." The Management reeolmnends that yoz~ vote AGAINST Proposal it. It is th~ vie~oint of the Management that all of the stockholders of the Company are public stock- holders wire are represented fairly and with due x~egmcd to the interest of eve~T stockholder by she Board of Directors elected by the great majority of the Company's stockholders. The long-eontiffued record of suoeessfui operation of the Company's business by dlreetm's giving their entire time and effort to the sexviee of the Company and its subsidiaries has dernozmlrated, in the opinion of the Management, that a board so oonstituted is in the best interests of this Company. The Management believes that cbanges in the r~umber of directors comprlshag the Board should not be prompted by considerations such as those advanced by the proposers of Proposal A. At the 1955 Annual Meeting the stoekhalders defeated an identical proposal by 96.54% of the votes cast. The Maimgement is not aware at the date hereof of axty matter that is intended to be presented at this meetthg other than th~ election of directors and Proposal A. If any matter not known at the date hero0l is properly presented for action at the meeting, it is intended that the persons named in the proxies will vote thereon according to their best judgment. RElVlU~RATION Remuneration o~ Direeto~ and O~cer~. There is set forth in the ~ollwalng tabulation, on an accrual basls, all direct remmle~ation paid by the Compsny and i~s s~bsidiarie~ to the ~oBowing persons ~or services in all eapacMes while direetor~ or oi~ee~ of the Company duAng its last fiscal year: each ~lirector, a~d each of the ti~'ee iff~est paid officers, of the Company whose dire~ aggregate remuneration exceeded ,~30,000; and ~1I dlrectol~ and officers of the Company as a group. Estimated annual retirement benefits to the same individuals at normal retirement date muter the Retirement Plan for emplo~es adopted by the stockhoMers at the 1949 Aroma1 Meeting are stated in Coiffmn (4). 4

(i) or id¢~- o~ ~roup Orpheus D. B~alys Alfred F. Bnwden Richard 1. Boy]an ~a~ R. Coon(e) John A. Crown(c) John S. Dowd A. Gordon Findhy (e) Pro*ton L. Fowle.r (e) (f) Charles Ganshew(e) P~I M. Hahn(n) I~ram R. Hanmer Edmund A. Harvey(g) Harry L. Hilyard (e) John R. Hntchlng*, Jr. A. LcRoy Janzon Willlam H, Og~bary James F. Striekland • Robert 13. Wa~er (4) Estimated znnual (~) (3) zotirement b¢n¢6t ~pa~i~es irt which Aggregate at rtormal remuneration ~ reedved remuneration retirement date glee-p~csldent and Managing Diceztor, The $ 55,000 $17,000 Kmerican Tobaooo Company of the Orient, L~e.(a) Assistant to Iho President, Thc American 41,875 15,500 Tcheceo Company Vice-Presldent and Director of pnrch~, 172~179(b)." I7.000 The Ame~tc~m Toheeeo Company D~teetor of T*a~fic, '~he Am~,ican Tobacco 36,~ 11,~¢ Company Vice-PreValent and Comptroll~, The American 172,179 (b) 17,000 Tahacoo Company Vice-Presldent and Atf~tant Chief cf M/mu- 172,179(b) 17,000 faerie, The American Tobacco Company Exeeativv Vice-President, A:merican Supphers, 60,000 18,308 fncorporated(a) Vice-Presldenb Amerloan Ci~a~tte and Cigar 07,500 14,000 Didslon of The Amorloan Tahae~o Company Vice.Presldent and Oaief of Manufacture. I7~I79(b) 14,816 The American Tobacco Company Vice-President, Amerleml Cigarette and Cigar 4~000 ll,l~ Division of The American Tobacco Company President, The Americlm Tobacco Company 272,724(c) 25,000 Director of Research, The American Tobacco 50,000 14,378 Company Vice-President iu Charge of Sales, The Amer. 46,404(d) 17~005 icaa Tahacea Compvty Treasurer, The AmeaS~n Tobacco Company 55,000 /2,152 Vice.Pros;dent, Amerlean SnppIiers, Ineorpo. 49.000 11.237 rated(a) Audilor: The American Tobacco Company 55:000 15,5~8 Assistant Cblef of Manufacture, The American 50,000 17,000 Tobacoo Company President, American SuppI/ers, Incorporated (a) 75.000 16,305 Director of Sahe, The American Tobacco 31,015(h) 16,200 Compa~ly 1,694.841 Direete~ and Ofl~cers Dhe~to~s and O~cera as a group as a group (a) A~iated compm~y ~,~gaged in purchase and handling of loaf teba~0. (b) I~lude~ $122,179 ~ticle XTI incentive eomp~ns~ti0n. (¢) ~¢lados $15~7~4 Artlele XII mc¢~iv* eompen~afioa. (d) In~htd~ ~32,135 A~iele XH in¢cnlive eompensat~n e~cd piior to retirement, (e) Ablo o~e~ of ~ed eompsmy or ~mpa nle~ {f) Ratlring AIx~l 4, 1956. • (g) R~e,i Aprll 0,1~5, (h) Ramun~r~ioa ~hown is ~r ~eriod ~ubsequ~nt to eI~t~aa a~ a dire0ter on April 6, ]955. 5

The amounts referred to in the notes to the above table a~ Article XII incentive compensation were accrued as incentive eompen~alion (based on amount o£ Company profits), under Article XII o~ the B~Laws, as amended hy vote of the stockholders at thB 195I Annual Meeting. fqo amount was set aside or aeorned during the Company's last fiscal )'ear for pension or retirement henefits proposed to he paid trader any e.xisting plan by the Company or any of its suhsldiaries to any officer or director of the Company. The Retirement Plan for employees adopted by ~¢oto of the stockholders at the I949 Annual Meeting covers approaimately 18,500 regular fuR-time employees of the Company and its subsidiaries. The aggregate amount of remuneration for the fiscal year 1955, rccolwd from the Company and its subsidiaries, dixeefly or indirectly, on an accrual haais, by all the directors and ofl~ce~s of the Company as a group, was approximately sixteen one-hundredths of 1% of the Company's eomolidated not sales. MISCELIANEOU$ Any stockholder making written l't~quest therefor to the Secretary of the Company will he fur~qished a sm~mary of the Ammal Meeting which will he prepared a~er the meeting has been held. Messrs. Lphrand, ~oss ~ros. & Montgomm'y have heen for many years the independent auditors for the CompaJly~ and are appointed by resolution of the Board of Directors. In accordance with the Company's customary practice, a memher of die firm of auditors wil~ attend the Ammal Meeting and respond to questions wlileh may be ~shed by stoekilolders. Comments or suggestions by stoekholders with xzgard to the audit are welcomed, as they are with regard to ail other matters affecting the Colllpa~|y's interests. Flemington, N. J,, is ~aubed hy the Lehigh VsBey Railroad. The present train sched~o, which is subject to ubaxJg~ and should be eortfilmed, is as follows: Leave Pemisylvaaia Statiort (~3rd Street and Seventh Avenue, New York, N. Y.) 10:55 A. M. Arrive l~emington fftmetion 12:08 P. M. Leave Flemington Jonetion 3:22 P. M. Arrive Pennsylwnia Station 6:gO P. M. The Compmly will proettre transportation from New York to Flemin~on by raiirnad and return by railroad or, if expresslZ reguesge~ return by bus, at Company expense for ally stockholder of record desirous of attending the meeting, on his notifying the Secretary ill writing at t 1 ] Fifth Avenue, New York 3, New York, not later than March 29, 1956, that he wishes such transportation obtained. If you do not plan to attend, yon are urgently requested to execute the enclosed proxy and mail it to the Company promptly. Egpe~ae o[ Sollc~t~ior~. The expense of the soileltatlon of proxies for this me*ling, ineluding the cost of rr~ailing, will he borne by the Comparty. In addition 1o mailing copies of this material to stockholders, the Company will t~quest persons who hold stoeh in their lames or custody or in the names of nominees for others, to forward copies of such material to those persons for whom the3 hold st~ck of the Company ~nd to l'eqttest authority foe the execution of the proxies. To the extent necessary in order to assure safgcient representation at the meeting, of~cers and some regular employees of the Company and approximately 5 employees of Philip G. Camerort Company will request the retttrn of proxies by telephone, telegram or in person, at an estimated cost of about $12,000. The amount of the expense to he horne hy the Company will depend upon the volume of shares repl'eSented by the proxies reeeive~ in response to the Notice of Meeting. If proxies are not received prompdy, it may he neccssaly for the Company to send telegraphic solleBaBon to those stoddlolders who have not responded. StoeItholders who do not intend to be pre~ellt at th~ Meeting are ~tr~ed to send in their Proxies witho~t delay. Prompt resoozme is helpful, and your cooperation v¢~ll be appreciated. February 15, 1956. g