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 24, 2014
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 5.07 | Submission of Matters to a Vote of Security Holders |
| (a) Pfizer’s Annual Meeting of Shareholders was held on April 24, 2014. |
| |
| (b) Shareholders voted on the matters set forth below. |
1. The nominees for election to the Board of Directors were elected, each for a one-year term, based upon the following votes:
| Nominee | Votes For | Votes Against | Abstentions | Broker non-votes |
Dennis A. Ausiello | 4,429,512,835 | 42,224,116 | 16,411,177 | 869,037,171 |
W. Don Cornwell | 4,249,141,223 | 222,240,877 | 16,776,345 | 869,037,171 |
| Frances D. Fergusson | 4,415,014,133 | 57,256,348 | 15,890,675 | 869,037,171 |
Helen H. Hobbs | 4,435,017,252 | 37,850,299 | 15,295,402 | 869,037,171 |
Constance J. Horner | 4,377,963,784 | 94,141,776 | 16,054,899 | 869,037,171 |
James M. Kilts | 4,380,011,462 | 88,098,189 | 20,054,201 | 869,037,171 |
George A. Lorch | 4,420,010,648 | 51,225,218 | 16,926,258 | 869,037,171 |
Shantanu Narayen | 4,429,305,816 | 41,670,510 | 17,184,262 | 869,037,171 |
Suzanne Nora Johnson | 4,400,824,085 | 67,960,352 | 19,370,519 | 869,037,171 |
Ian C. Read | 4,321,012,579 | 129,821,886 | 37,324,299 | 869,037,171 |
Stephen W. Sanger | 4,400,496,417 | 65,959,599 | 21,704,215 | 869,037,171 |
| Marc Tessier-Lavigne | 4,434,264,521 | 33,986,253 | 19,908,404 | 869,037,171 |
2. The proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2014 was approved based upon the following votes:
| Votes for approval | 5,265,709,410 71,855,336 19,635,794 N/A | |
| Votes against |
| Abstentions |
| Broker non-votes |
| | | |
| 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 | 4,242,933,314 | |
| Votes against | 195,788,864 | |
| Abstentions | 49,430,064 | |
| Broker non-votes | 869,037,171 | |
4. The proposal to approve the Pfizer Inc. 2014 Stock Plan was approved based upon the following votes:
| Votes for approval | 3,931,323,904 | | |
| Votes against | 527,114,639 | |
| Abstentions (Have the same effect as a vote against this proposal under New York Stock Exchange rules) | 29,724,403 | |
| Broker non-votes | 869,037,171 | |
| | | |
| 5. The shareholder proposal regarding the approval of political contributions policy was not approved based upon the following votes: |
| | | |
| Votes for approval | 157,446,437 | |
| Votes against | 4,149,806,529 | |
| Abstentions | 180,877,128 | |
| Broker non-votes | 869,037,171 | |
| | | |
| 6. The shareholder proposal regarding lobbying activities was not approved based upon the following votes: |
| | | |
| Votes for approval | 267,720,617 | |
| Votes against | 4,027,091,452 | |
| Abstentions | 193,329,820 | |
| Broker non-votes | 869,037,171 | |
| | | |
| 7. The shareholder proposal regarding action by written consent was not approved based upon the following votes: |
| | | |
| Votes for approval | 1,955,718,015 | |
| Votes against | 2,483,420,652 | |
| Abstentions | 48,999,028 | |
| Broker non-votes | 869,037,171 | |
| | | |
| (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 28, 2014 | | By: /s/ Atiba D. Adams
Atiba D. Adams |
| | | Title: Vice President & Corporate Secretary
|
| | | |
