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): February 27, 2020
PFIZER INC.
(Exact name of registrant as specified in its charter)
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| Delaware | 1-3619 | 13-5315170 |
| (State or other | (Commission File | (I.R.S. Employer |
| jurisdiction of | Number) | Identification No.) |
| incorporation) | | |
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| 235 East 42nd Street | 10017 |
| New York, | New York | (Zip Code) |
(Address of principal executive offices)
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))
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| Securities registered pursuant to Section 12(b) of the Act: |
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $.05 par value | | PFE | | New York Stock Exchange |
| 0.000% Notes due 2020 | | PFE20A | | New York Stock Exchange |
| 0.250% Notes due 2022 | | PFE22 | | New York Stock Exchange |
| 1.000% Notes due 2027 | | PFE27 | | New York Stock Exchange |
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 provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Election of James Quincey to the Board of Directors
On February 27, 2020, the Board of Directors (the “Board”) of Pfizer Inc. (the “Company”) elected James Quincey to serve as a member of the Company’s Board, effective immediately. In addition, he was appointed to the Compensation Committee and the Science and Technology Committee of the Board.
Mr. Quincey has been provided an indemnification agreement and will receive compensation in accordance with the Company’s standard arrangements for non-employee directors.
The press release, dated February 27, 2020, announcing the election of Mr. Quincey is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Resignation of W. Don Cornwell upon Close of the Planned Combination of Mylan N.V. and Upjohn Inc.
Also, on February 27, 2020, Pfizer Inc. announced that W. Don Cornwell, a current Pfizer board member, has agreed to join the board of directors of Viatris upon the closing of the planned combination of Mylan N.V. and Upjohn Inc., which is expected to occur in mid-2020, and will resign from the Company’s Board of Directors upon joining the Viatris board of directors.
The press release, dated February 27, 2020, announcing that Mr. Cornwell has agreed to join the Viatris board of directors, is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit | Description | | | |
| Press Release, dated February 27, 2020 |
| Press Release, dated February 27, 2020 |
| 104 | Cover Page Interactive Data File--the cover page XBRL tags are embedded within the Inline XBRL document. |
Exhibit Index
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| Exhibit Number | Description |
| Press Release, dated February 27, 2020 |
| Press Release, date February 27, 2020 |
| 104 | Cover Page Interactive Data File--the cover page XBRL tags are embedded within the Inline XBRL document. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | PFIZER INC. |
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| Dated: February 27, 2020 | By: | /s/ Margaret M. Madden |
| | | Margaret M. Madden |
| | | Senior Vice President and Corporate Secretary |
| | | Chief Governance Counsel |
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