Document

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, 2019
PFIZER INC.
(Exact name of registrant as specified in its charter)
 
 
 
 
Delaware
1-3619
13-5315170
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
235 East 42nd Street
New York, New York 
(Address of principal executive offices)
 
10017 
(Zip Code)
Registrant's telephone number, including area code:
(212) 733-2323

Not Applicable
(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 obligation of the registrant under any of the following provisions:
[   ] Written communication 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))
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, 2019.
 
(b) Shareholders voted on the matters set forth below.
1.  The nominees for election to the Company’s Board of Directors were elected to hold office until the Company’s next Annual Meeting of Shareholders, based upon the following votes:
 
 
 
 
 
 
Nominee
Votes For
 Votes Against
Abstentions
Broker non-vote
 
Ronald E. Blaylock
3,912,479,252
78,594,255
11,037,194
887,836,749
 
Albert Bourla
3,968,299,845
23,724,642
10,086,214
887,836,749
 
W. Don Cornwell
3,792,127,947
199,713,095
10,264,240
887,836,749
 
Joseph J. Echevarria
3,824,294,719
167,540,269
10,276,108
887,836,749
 
Helen H. Hobbs
3,960,013,945
33,120,500
8,974,658
887,836,749
 
James M. Kilts
3,856,874,668
135,060,973
10,175,455
887,836,749
 
Dan R. Littman
3,959,418,600
32,811,206
9,881,290
887,836,749
 
Shantanu Narayen
3,948,229,994
43,833,811
10,047,291
887,836,749
 
Suzanne Nora Johnson
3,878,704,857
114,112,491
9,293,748
887,836,749
 
Ian C. Read
3,948,620,315
41,924,275
11,566,505
887,836,749
 
James C. Smith
3,941,173,326
50,720,278
10,217,492
887,836,749
 




 
2.  The proposal to ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the 2019 fiscal year was approved based upon the following votes:
 
 
 
 
Votes for approval
 
4,701,180,439
 
Votes against
 
175,867,847
 
Abstentions
 
12,887,303
 
Broker non-votes
 
n/a
 
 
 
 
 
3. 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 approval
 
3,764,667,463
 
Votes against
 
200,933,424
 
Abstentions
 
36,509,563
 
Broker non-votes
 
887,836,749
 
 
 
 
 
 
 
 
 
4. The proposal to approve the Pfizer Inc. 2019 Stock Plan was approved based upon the following votes:
 
 
 
 
Votes for approval
 
3,439,109,067
 
Votes against
 
540,573,214
 
Abstentions (Have the same effect as a vote against this proposal under New York Stock Exchange rules)
22,428,815
 
Broker non-votes
 
887,836,749
 
 
 
 
 
5. The shareholder proposal regarding right to act by written consent was not approved based upon the following votes:
 
 
 
 
Votes for approval
 
494,345,288
 
Votes against
 
3,478,617,639
 
Abstentions
 
29,142,088
 
Broker non-votes
 
887,836,749
 
 
 
 
 
6. The shareholder proposal regarding report on lobbying activities was not approved based upon the following votes:
 
 
 
 
Votes for approval
 
1,179,442,668
 
Votes against
 
2,780,664,931
 
Abstentions
 
42,003,373
 
Broker non-votes
 
887,836,749
 
 
 
 
 





 
 
 
 
 
7. The shareholder proposal regarding independent chair policy was not approved based upon the following votes:
 
 
 
 
 
Votes for approval
 
1,067,318,698
 
Votes against
 
2,909,751,046
 
Abstentions
 
25,039,598
 
Broker non-votes
 
887,836,749
 
 
 
 
 
8. The shareholder proposal regarding integrating drug pricing into executive compensation policies and programs was not approved based upon the following votes:

 
 
 
 
 
Votes for approval
 
1,132,357,518
 
Votes against
 
2,814,700,448
 
Abstentions
 
55,053,129
 
Broker non-votes
 
887,836,749
 
 
 
 
 
 
 
 
(c) Not applicable
 
 
(d) Not applicable
 
 



SIGNATURE
Under the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the authorized undersigned.


 
 
 
 
 
 
PFIZER INC.
 
 
 
Dated: April 29, 2019
 
By:   /s/ Margaret M. Madden
         Margaret M. Madden
 
 
  Title: Senior Vice President & Corporate Secretary
           Chief Governance Counsel