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): December 16, 2013
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))
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On December 16, 2013, the Board of Directors of Pfizer Inc. (the “Company”) approved certain amendments to the Company's By-laws, as follows: - Article I, Section 8 (“List of Stockholders Entitled to Vote”) was amended to provide that the list of stockholders entitled to vote at a meeting of stockholders be kept (i) at the Company’s headquarters or (ii) on a reasonably accessible electronic network, consistent with requirements of the Delaware General Corporation Law.
- Article I, Section 13 (“Notice of Stockholder Proposal”) was amended to clarify that, to be in proper written form, a proponent’s notice must include the text of any resolutions proposed for consideration and, if such business includes a proposal to amend the By-laws, the text of the proposed amendment.
- Article III, Section 1 (“Election; Term of Office; Appointments”) was amended to delegate authority to the Corporate Secretary or any elected corporate officer acting with the Corporate Secretary to appoint Assistant Officers.
- Article V, Section 2 (“Prepayment of Expenses”) was amended to delegate authority to the General Counsel to approve advancement of litigation expenses for non-officer colleagues, as well as former directors and officers.
- In addition to the changes described above, the amended By-laws include revisions (1) to enhance clarity, including by removing repetitive or inconsistent passages and (2) which constitute technical corrections and non-substantive changes.
The preceding is qualified in its entirety by reference to the Company’s amended 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 No. | Description | |
| Exhibit 3.1 | Pfizer Inc. By-laws, as amended on December 16, 2013. | |
| | | |
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/ Matthew Lepore
Matthew Lepore |
| | | Title: Vice President and Corporate Secretary |
| Dated: December 19, 2013 | | |
EXHIBIT INDEX
Exhibit No. | Description |
| Exhibit 3.1 | Pfizer Inc. By-laws, as amended on December 16, 2013. |
