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): October 23, 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 October 23, 2008, the Board of Directors of Pfizer Inc. (the "Company") approved certain amendments to the Company's By-laws as, follows: — The By-laws were amended to change Article I, Section 9 (Special Meetings) to provide that the Chair of the Board or the Secretary shall call a special meeting of the stockholders at the request in writing of one or more record holders of the Company’s stock representing in the aggregate not less than twenty-five percent (25%) of the total number of shares of stock entitled to vote on the matter or matters to be brought before the proposed special meeting.
— The By-laws were be amended to make related and conforming changes to Article II, Section 1 (Number; Election; Term); Article II, Section 12 (Eligibility to Make Nominations); and Article II, Section 13 (Procedure for Nominations by Stockholders).
The preceding is qualified in its entirety by reference to the Company’s amended and restated 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 October 23, 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/ Lawrence A. Fox
Lawrence A. Fox |
| | | Title: Vice President-Corporate Governance, Assistant General Counsel and Assistant Secretary |
| Dated: October 24, 2008 | | |
EXHIBIT INDEX
Exhibit No. | Description |
| | |
| 3.1 | Pfizer Inc. By-laws, as amended on October 23, 2008. |
