PFIZER INC

For the period ended Apr 23, 2026. Filed Mar 12, 2026.

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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 23, 2026 · Filed Mar 12, 2026

PFE$29.39-1.6%Stored close · as of Nov 6, 2026

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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:

Pfizer Inc.
¨	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
(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 and Chief Executive Officer · i
A Message from Pfizer’s Lead Independent Director · iv
Notice of 2026 Annual Meeting and Proxy Statement · vi
Our Business and Strategy	1
Item 1 — Election of Directors	6
Criteria for Board Membership	6	Director Independence	7
Selection of Candidates	6	Our 2026 Director Nominees	8
Governance	17
Overview	17	Governance Committee Report	24
Governance Materials Available on Our Website	17	Regulatory and Compliance Committee Report	25
The Board’s Leadership Structure	17	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
2025 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 — Approval of the Pfizer Inc. 2019 Stock Plan, as amended April 2026	40
Overview	41	Additional Information About the Amended Plan	43
Share Reserve Information	42	Types of Awards	46
Usage of Shares Authorized for Grant	42	U.S. Tax Treatment of Options and Awards	47
Reasons for Seeking Shareholder Approval	43
Item 4 — 2026 Advisory Approval of Executive Compensation	50
2025 Advisory Vote on Executive Compensation	50	2026 Advisory Vote on Executive Compensation	51
2025 Pay-for-Performance	50
Compensation Committee Report	52
Executive Compensation	53
Compensation Discussion and Analysis	53	SECTION 4 — Benefit Programs	74
Executive Summary	54	SECTION 5 — Other Compensation Programs and Policies	75
SECTION 1 — Elements of Our Executive Compensation Program	62	Compensation Tables	78
SECTION 2 — How We Determine Executive Compensation	68	Financial Measures	99
SECTION 3 — How We Evaluate Performance: 2025 Compensation Decisions	70
Shareholder Proposal	100
Item 5 — Adopt an Independent Chair Policy	100
Annual Meeting Information	103
Annual Meeting	103	Other Business	108
Voting	104	Submitting Proxy Proposals and Director Nominations for the 2027 Annual Meeting	109
Proxy Materials	107
Other Questions	108
Annex 1 - Pfizer Inc. 2019 Stock Plan, as amended April 2026 · I

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.