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): May 1, 2017 (April 27, 2017)
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 (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))
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 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 27, 2017. |
| |
| (b) Shareholders voted on the matters set forth below. |
1. The nominees for election to the Company’s Board of Directors 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-votes |
Dennis A. Ausiello | 4,152,501,049 | 75,514,314 | 13,839,358 | 922,977,815 |
| Ronald E. Blaylock | 4,164,933,510 | 62,636,919 | 14,294,069 | 922,977,815 |
W. Don Cornwell | 4,027,032,793 | 200,454,995 | 14,382,843 | 922,977,815 |
| Joseph J. Echevarria | 4,175,460,147 | 52,326,845 | 14,082,675 | 922,977,815 |
| Frances D. Fergusson | 4,183,313,416 | 44,564,457 | 13,993,585 | 922,977,815 |
Helen H. Hobbs | 4,203,418,078 | 25,415,701 | 13,037,680 | 922,977,815 |
James M. Kilts | 3,428,377,699 | 788,781,156 | 24,712,604 | 922,977,815 |
Shantanu Narayen | 4,187,489,160 | 40,233,206 | 14,148,394 | 922,977,815 |
Suzanne Nora Johnson | 4,158,446,107 | 70,141,723 | 13,281,430 | 922,977,815 |
Ian C. Read | 4,011,974,954 | 179,295,677 | 50,592,617 | 922,977,815 |
Stephen W. Sanger | 4,106,265,694 | 97,150,063 | 38,455,076 | 922,977,815 |
James C. Smith | 4,182,841,733 | 44,129,277 | 14,899,823 | 922,977,815 |
2. The proposal to ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the 2017 fiscal year was approved based upon the following votes:
| Votes for approval | 5,018,058,421 | |
| Votes against | 127,091,711 | |
| Abstentions | 19,697,878 | |
| Broker non-votes | N/A | |
| | | |
| 3. The proposal to approve, on an advisory basis, executive compensation was approved based upon the following votes: |
| | | |
| Votes for approval | 3,941,679,516 | |
| Votes against | 269,008,927 | |
| Abstentions | 31,184,241 | |
| Broker non-votes | 922,977,815 | |
| | | |
| 4. The proposal on the frequency of future advisory votes on executive compensation received the following votes: | |
| | | |
| For 3 years | 526,554,428 | |
| For 2 years | 24,985,010 | |
| For 1 Year | 3,669,882,602 | |
| Abstentions | 20,344,405 | |
| Broker non-votes | 922,977,815 | |
| |
| 5. The shareholder proposal regarding The Holy Land Principles was withdrawn by the proponent and not presented at the Annual Meeting. |
| | | |
| | | |
| 6. The shareholder proposal regarding special shareowner meetings was not approved based upon the following votes: |
| | | |
| Votes for approval | 1,941,978,794 | |
| Votes against | 2,266,430,971 | |
| Abstentions | 33,453,959 | |
| Broker non-votes | 922,977,815 | |
| |
| 7. The shareholder proposal regarding independent chair policy was not approved based upon the following votes: |
| | | |
| Votes for approval | 1,086,656,978 | |
| Votes against | 3,122,212,329 | |
| Abstentions | 32,981,454 | |
| Broker non-votes | 922,977,815 | |
| (c) Not applicable. | | |
| (d) Based upon the results set forth in item (b) (4) above, and consistent with the Board's recommendation, the Board of Directors has determined that advisory votes on executive compensation will be submitted to shareholders on an annual basis until the next required vote on the frequency of such votes. | | |
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: May 1, 2017 | | By: /s/ Margaret M. Madden
Margaret M. Madden |
| | | Title: Senior Vice President & Corporate Secretary
Chief Governance Counsel
|
| | | |
