PFIZER INC
For the period ended Apr 25, 2024. Filed Mar 14, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 25, 2024 · Filed Mar 14, 2024
PFE$29.39-1.6%Stored close · as of Nov 6, 2026
Contents
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrantx
Filed by a Party Other Than the Registrant¨
Check the Appropriate Box:
| ¨ | Preliminary Proxy Statement |
|---|---|
| ¨ | Confidential, for Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| ¨ | Definitive Additional Materials |
| ¨ | Soliciting Material Pursuant to §240.14a-12 |
| Pfizer Inc. | |
| (Name of Registrant as Specified In Its Charter) | |
| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) | |
| Payment of filing fee (Check all boxes that apply): | |
| x | No fee required |
| ¨ | Fee paid previously with preliminary materials |
| ¨ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
| Table of Contents | |||
|---|---|---|---|
| A Letter from Pfizer’s Chairman & Chief Executive Officer | i | ||
| A Message from Pfizer’s Lead Independent Director | iii | ||
| Notice of 2024 Annual Meeting and Proxy Statement | iv | ||
| Our Business and Strategy | 1 | ||
| Item 1 — Election of Directors | 5 | ||
| Criteria for Board Membership | 5 | Our 2024 Director Nominees | 7 |
| Selection of Candidates | 5 | Director Nominees | 10 |
| Director Independence | 6 | ||
| Governance | 16 | ||
| Overview | 16 | Governance & Sustainability Committee Report | 22 |
| Governance Materials Available on Our Website | 16 | Regulatory and Compliance Committee Report | 23 |
| Board Leadership Structure | 16 | Shareholder Outreach | 24 |
| The Board’s Role in Risk Oversight | 17 | Public Policy Engagement and Political Participation | 27 |
| The Board’s Role in Succession Planning | 18 | Pfizer Policies on Business Conduct | 29 |
| Evaluation of Board Effectiveness | 19 | Other Governance Practices and Policies | 30 |
| Board and Committee Information | 19 | ||
| Non-Employee Director Compensation | 31 | ||
| 2023 Director Compensation Table | 32 | ||
| Securities Ownership | 33 | ||
| Beneficial Owners | 34 | Delinquent Section 16(a) Reports | 34 |
| Item 2 — Ratification of Selection of Independent Registered Public Accounting Firm | 35 | ||
| Audit and Non-Audit Fees | 36 | ||
| Audit Committee Report | 37 | ||
| Item 3 — Approval of the Amended and Restated Pfizer Inc. 2019 Stock Plan | 38 | ||
| Item 4 — 2024 Advisory Approval of Executive Compensation | 47 | ||
| 2023 Advisory Vote on Executive Compensation | 47 | 2024 Advisory Vote on Executive Compensation | 48 |
| 2023 Pay-for-Performance | 47 | ||
| Compensation Committee Report | 49 | ||
| Executive Compensation | 50 | ||
| Compensation Discussion and Analysis | 50 | Compensation Tables | 73 |
| Executive Summary | 51 | Financial Measures | 94 |
| Shareholder Proposals | 95 | ||
| Item 5 — Adopt an Independent Board Chair Policy | 95 | Item 7 — Amend Director Resignation Processes | 101 |
| Item 6 — Publish a Congruency Report on Political, Lobbying, Electioneering Expenditures | 98 | Item 8 — Publish a Report on Corporate Contributions | 103 |
| Annual Meeting Information | 106 | ||
| Annual Meeting | 106 | Other Business | 111 |
| Voting | 107 | Submitting Proxy Proposals and Director Nominations for the 2025 Annual Meeting | 112 |
| Proxy Materials | 110 | ||
| Other Questions | 111 | ||
| Annex 1 — Amended and Restated Pfizer Inc. 2019 Stock Plan · I | |||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.