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8-KThe WireRoutine

Shareholder Vote

Filed Apr 29, 2024 · 2y ago · Accession 0000078003-24-000101

Plain English

Material event — a significant development the company must disclose promptly.

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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) Delaware 1-3619 13-5315170 (State or other (Commission File (I.R.S. Employer jurisdiction of Number) Identification No.) incorporation)     66 Hudson Boulevard East 10001-2192 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 class Trading Symbol(s) Name of each exchange on which registered Common Stock, $.05 par value PFE New York Stock Exchange 1.000% Notes due 2027 PFE27 New 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: Nominee Votes For       Votes Against Abstentions Broker non-vote Ronald E. Blaylock 3,611,209,480 74,828,190 16,147,043 893,428,132 Albert Bourla 3,416,127,786 272,930,253 13,129,674 893,428,132 Susan Desmond-Hellmann 3,609,882,463 76,819,517 15,485,733 893,428,132 Joseph J. Echevarria 3,534,360,661 151,136,693 16,687,322 893,428,132 Scott Gottlieb 3,641,520,694 46,699,897 13,967,122 893,428,132 Helen H. Hobbs 3,559,147,586 127,638,461 15,401,666 893,428,132 Susan Hockfield 3,640,156,517 46,187,757 15,843,439 893,428,132 Dan R. Littman 3,602,649,863 83,205,522 16,332,328 893,428,132 Shantanu Narayen 3,624,752,522 61,360,816 16,074,375 893,428,132 Suzanne Nora Johnson 3,509,903,128 174,627,508 17,657,077 893,428,132 James Quincey 3,608,797,590 76,444,804 16,945,319 893,428,132 James C. Smith 3,566,491,624 117,466,325 18,229,764 893,428,132 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 approval 4,315,675,552 Votes against 256,738,678 Abstentions 23,201,615 Broker non-votes n/a 3. The proposal to approve the Amended and Restated Pfizer Inc. 2019 Stock Plan was approved based upon the following votes : Votes for approval 3,405,629,196 Votes against 275,998,451 Abstentions 20,560,066 Broker non-votes 893,428,132 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 approval 3,360,637,251 Votes against 315,293,726 Abstentions 26,256,736 Broker non-votes 893,428,132 5. The shareholder proposal to Adopt an Independent Board Chair Policy was not approved based upon the following votes: Votes for approval 1,284,408,190 Votes against 2,391,266,871 Abstentions 26,511,479 Broker non-votes 893,428,132 6. The shareholder proposal to Publish a Congruency Report on Political, Lobbying, Electioneering Expenditures was not approved based upon the following votes: Votes for approval 515,502,691 Votes against 3,123,669,364 Abstentions 63,015,226 Broker non-votes 893,428,132 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 approval 137,986,751 Votes against 3,505,075,475 Abstentions 59,125,487 Broker non-votes 893,428,132 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, 2024 By: /s/ Margaret M. Madden   Margaret M. Madden     Senior Vice President and Corporate Secretary     Chief Governance Counsel
Filing details
Company
PFIZER INC
Ticker
PFE
CIK
78003
Form type
8-K
Filing date
Apr 29, 2024
Report date
Apr 25, 2024
Document
pfe-20240425.htm
Size
225 KB