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): June 25, 2008
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) 573-2323
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 (see General Instruction A.2. below):
[ ] 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))
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On June 25, 2008, the Board of Directors of Pfizer Inc. (the "Company") approved certain amendments to the Company's By-laws. — The By-laws were amended to add a new Section 14 to Article I , which clarifies the applicability of the advance notice provisions to all stockholder proposals, whether submitted for inclusion in the Company's proxy statement or included in an independently financed proxy statement.
— Each of Article I , Section 13, governing submission of a proposal by a stockholder, and Article II , Sections 13 and 14, applicable in the case of a nomination of a person for election as a director, were amended to require a stockholder to include the following additional information in the advance notice to the Company: the class and number of shares owned (beneficially and of record) by the stockholder; a description of any agreements the stockholder has with affiliates or third parties concerning the stockholder proposal or director nomination; a description of any derivative or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares the stockholder has with respect to the Company's stock; a representation that the stockholder is entitled to vote at the meeting and intends to attend the meeting to present the proposal or director nomination; and whether the stockholder intends to conduct a proxy solicitation.
— The By-laws were amended to add a new Section 15 to Article II, which requires a stockholder nominating a person for election as a director to include in the advance notice certain biographical information about each director nominee as well as a questionnaire completed by each director nominee that requires the nominee to disclose any voting commitments the nominee may have with a third person and commit to comply with the Company's corporate governance standards if elected.
The preceding is qualified in its entirety by reference to the Company's By-laws, which are attached hereto as Exhibit 3.1 and are incorporated herein by reference.
. |
| Item 9.01 | Financial Statements and Exhibits | |
| (d) Exhibits | | |
| Exhibit 3.1 | Pfizer Inc. By-laws, as amended on June 25, 2008. | |
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. |
| | | |
| | | By:/s/ Margaret M. Foran
Margaret M. Foran |
| | | Title: Senior Vice President-Corporate
Governance, Associate General Counsel and Corporate Secretary |
| Dated: June 26, 2008 | | |
EXHIBIT INDEX
Exhibit No. | Description |
| | |
| 3.1 | Pfizer Inc. By-laws, as amended on June 25, 2008. |
