PFIZER INC
For the period ended Apr 24, 2025. Filed Mar 13, 2025.
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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 24, 2025 · Filed Mar 13, 2025
PFE$29.39-1.6%Stored close · as of Nov 6, 2026
Contents
Cover page
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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 · iv | |||
| Notice of 2025 Annual Meeting and Proxy Statement · vi | |||
| Our Business and Strategy | 1 | ||
| Item 1 — Election of Directors | 6 | ||
| Criteria for Board Membership | 6 | Our 2025 Director Nominees | 8 |
| Selection of Candidates | 6 | Director Nominees | 11 |
| Director Independence | 7 | ||
| Governance | 18 | ||
| Overview | 18 | Governance Committee Report | 24 |
| Governance Materials Available on Our Website | 18 | Regulatory and Compliance Committee Report | 25 |
| The Board’s Leadership Structure | 18 | Investor Outreach | 26 |
| The Board’s Role in Risk Oversight | 19 | Public Policy Engagement and Political Participation | 29 |
| The Board’s Role in Succession Planning | 20 | Pfizer Policies on Business Conduct | 31 |
| Evaluation of Board Effectiveness | 21 | Other Governance Practices and Policies | 32 |
| Board and Committee Information | 21 | ||
| Non-Employee Director Compensation | 33 | ||
| 2024 Director Compensation Table | 34 | ||
| Securities Ownership | 35 | ||
| Beneficial Owners | 36 | Delinquent Section 16(a) Reports | 36 |
| Item 2 — Ratification of Selection of Independent Registered Public Accounting Firm | 37 | ||
| Audit and Non-Audit Fees | 38 | ||
| Audit Committee Report | 39 | ||
| Item 3 — 2025 Advisory Approval of Executive Compensation | 40 | ||
| 2024 Advisory Vote on Executive Compensation | 40 | 2025 Advisory Vote on Executive Compensation | 41 |
| 2024 Pay-for-Performance | 40 | ||
| Compensation Committee Report | 42 | ||
| Executive Compensation | 43 | ||
| Compensation Discussion and Analysis | 43 | Compensation Tables | 70 |
| Executive Summary | 44 | Financial Measures | 92 |
| Shareholder Proposals | 93 | ||
| Item 4 — Shareholder Vote Regarding Golden Parachutes | 93 | Item 5 — Issue a Report Evaluating the Risks Related to Religious Discrimination Against Employees | 96 |
| Annual Meeting Information | 98 | ||
| Annual Meeting | 98 | Other Business | 103 |
| Voting | 99 | Submitting Proxy Proposals and Director Nominations for the 2026 Annual Meeting | 104 |
| Proxy Materials | 102 | ||
| Other Questions | 103 | ||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.