Pfizer 8-K 2024-04-25

Filed 2024-04-29. 1 sections, 10K characters. Original on sec.gov · Markdown · JSON

Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): April 25, 2024

PFIZER INC.

(Exact name of registrant as specified in its charter)

Delaware1-361913-5315170
(State or other(Commission File(I.R.S. Employer
jurisdiction ofNumber)Identification No.)
incorporation)
66 Hudson Boulevard East10001-2192
New York,New York(Zip Code)

(Address of principal executive offices)

Registrant’s telephone number, including area code:

(212) 733-2323

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $.05 par valuePFENew York Stock Exchange
1.000% Notes due 2027PFE27New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders
(a) The Pfizer Inc. (the "Company") Annual Meeting of Shareholders was held on April 25, 2024.
(b) Shareholders voted on the matters set forth below.
1. The nominees for election to the Company’s Board of Directors set forth in Item 1 to the Company’s Proxy Statement filed with the U.S. Securities and Exchange Commission on March 14, 2024 were elected to hold office until the Company’s next Annual Meeting of Shareholders, based upon the following votes:
NomineeVotes ForVotes AgainstAbstentionsBroker non-vote
Ronald E. Blaylock3,611,209,48074,828,19016,147,043893,428,132
Albert Bourla3,416,127,786272,930,25313,129,674893,428,132
Susan Desmond-Hellmann3,609,882,46376,819,51715,485,733893,428,132
Joseph J. Echevarria3,534,360,661151,136,69316,687,322893,428,132
Scott Gottlieb3,641,520,69446,699,89713,967,122893,428,132
Helen H. Hobbs3,559,147,586127,638,46115,401,666893,428,132
Susan Hockfield3,640,156,51746,187,75715,843,439893,428,132
Dan R. Littman3,602,649,86383,205,52216,332,328893,428,132
Shantanu Narayen3,624,752,52261,360,81616,074,375893,428,132
Suzanne Nora Johnson3,509,903,128174,627,50817,657,077893,428,132
James Quincey3,608,797,59076,444,80416,945,319893,428,132
James C. Smith3,566,491,624117,466,32518,229,764893,428,132
2. The proposal to ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the 2024 fiscal year was approved based upon the following votes:
Votes for approval4,315,675,552
Votes against256,738,678
Abstentions23,201,615
Broker non-votesn/a
3. The proposal to approve the Amended and Restated Pfizer Inc. 2019 Stock Plan was approved based upon the following votes:
Votes for approval3,405,629,196
Votes against275,998,451
Abstentions20,560,066
Broker non-votes893,428,132
4. The proposal to approve, on an advisory basis, the compensation of the Company's Named Executive Officers was approved based upon the following votes:
Votes for approval3,360,637,251
Votes against315,293,726
Abstentions26,256,736
Broker non-votes893,428,132
5. The shareholder proposal to Adopt an Independent Board Chair Policy was not approved based upon the following votes:
Votes for approval1,284,408,190
Votes against2,391,266,871
Abstentions26,511,479
Broker non-votes893,428,132
6. The shareholder proposal to Publish a Congruency Report on Political, Lobbying, Electioneering Expenditures was not approved based upon the following votes:
Votes for approval515,502,691
Votes against3,123,669,364
Abstentions63,015,226
Broker non-votes893,428,132
7. The shareholder proposal to Amend the Director Resignation Process was withdrawn by the proponent and not presented at the Annual Meeting.
8. The shareholder proposal to Publish a Report on Corporate Contributions was not approved based upon the following votes:
Votes for approval137,986,751
Votes against3,505,075,475
Abstentions59,125,487
Broker non-votes893,428,132

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PFIZER INC.
Dated: April 29, 2024By:/s/ Margaret M. Madden
Margaret M. Madden
Senior Vice President and Corporate Secretary
Chief Governance Counsel