Pfizer Inc SC TO-I/A, filed Aug 22, 2024

Pfizer Inc (PFE)

SC TO-I/A 2024-08-22

View Original

Added on October 16, 2026

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

o	third party tender offer subject to Rule 14d-1.
x	Issuer tender offer subject to Rule 13e-4.
o	going-private transaction subject to Rule 13e-3.
o	amendment to Schedule 13D under Rule 13d-2.

Exhibit Number		Description

(a)(1)(A)		Offer to Modify Eligible Performance Share Awards and Eligible Total Shareholder Return Units

(d)(2)		Pfizer Inc. 2022 Long-Term Incentive Program - Employee Points of Interest Addendum

(d)(3)		Pfizer Inc. 2022 Long-Term Incentive Program - Executive Points of Interest Addendum

(d)(4)		Pfizer Inc. 2023 Long-Term Incentive Program - Employee Points of Interest Addendum

(d)(5)		Pfizer Inc. 2023 Long-Term Incentive Program - Executive Points of Interest Addendum

Date: August 22, 2024	PFIZER INC.

	By:	/s/ Margaret M. Madden
		Margaret M. Madden
		Senior Vice President and Corporate Secretary
		Chief Governance Counsel

	•	you are a current active employee (not a consultant) of Pfizer or one of our wholly owned subsidiaries;

	•	you have been notified by Pfizer or one of our wholly owned subsidiaries that your employment relationship is being terminated but your Notice Period (as defined in the applicable severance plan) has not ended yet; or

	•	you are a current active employee but are on an authorized leave of absence.

	•	is held by an Eligible Participant; and

	•	is outstanding as of the Expiration Time and was granted as part of the 2022 annual grant cycle and/or the 2023 annual grant cycle.

	·	The applicable performance period will be extended two years and the applicable performance period will be measured over the final three years of the extended term, such that the new performance periods will be 2024-2026 for the 2022 Modified PSAs, and 2025-2027 for the 2023 Modified PSAs;

	·	The vesting and settlement dates will be the fifth anniversary of the original grant dates (i.e., vesting and settling in 2027 rather than 2025 for 2022 Modified PSAs, and in 2028 rather than 2026 for 2023 Modified PSAs);

	·	The new payout ranges will be 0-200% on the operating performance metrics;

	·	The relative total shareholder return modifier will be capped at 25 percentage points (positive or negative), which will be applied after the operating performance metric is calculated, subject to the overall 200% maximum payout;

	·	The treatment of Modified PSAs upon death will be updated to provide for payouts based on a combination of actual performance and target performance, consistent with the treatment of 2024 PSAs; and

	·	The retirement treatment for the 2022 Modified PSAs will change, due to tax law requirements, resulting in potentially less favorable treatment:

	·	2022 PSAs will be ineligible for retirement treatment until the 1-year anniversary of the Expiration Time (~September 2025);

	·	no Eligible Participant with a 2022 Modified PSA will achieve retirement treatment with respect to the 2022 Modified PSA until the 1-year anniversary of the Expiration Time (~September 2025); and

	·	the payment date for the 2022 Modified PSAs will be the 3-year anniversary of Expiration Time (~September 2027) instead of the standard February/March of 2027 for all other Eligible Participants holding such 2022 Modified PSAs.

	·	The applicable vesting and settlement periods will each be extended by two years, such that the Modified TSRUs will vest on the fifth anniversary of the original grant date, rather than the third anniversary, and the settlement period will end in 2029 rather than in 2027 for 2022 Modified TSRUs and in 2030 rather than in 2028 for 2023 Modified TSRUs; and

	·	The treatment of Modified TSRUs upon death will be updated to provide for settlement based on the greater of binomial value or intrinsic value, consistent with the treatment of 2024 TSRU awards.

	·	Carefully review the Offer to Modify Eligible Performance Share Awards and Eligible Total Shareholder Return Units and the related materials before deciding whether to participate in the Modification Offer.

	·	If you elect to participate in the Modification Offer, take action via Fidelity NetBenefits to “accept” the modification(s). If you wish to decline participation, you may “decline” the Offer or take no action which has the same effect as declining the Offer.

	·	After submitting your election(s), you will receive from Fidelity a confirmation by email for each grant for which you have taken action. If you do not receive an email confirmation within one day of making your election(s), please contact Fidelity.

	·	Elections may be changed prior to the Expiration Time, after which any elections will be irrevocable (provided, however, that if we have not accepted your tendered Original Awards within forty business days of the commencement of the Modification Offer, you may withdraw your tendered Original Awards, which will retain their existing terms and conditions).

	·	In the U.S. and Puerto Rico, please call 1-866-476-8723.
	·	For all other locations, please visit https://nb.fidelity.com/public/nb/default/resourceslibrary/articles/HowtoContactaFidelitySPSRep#/ for dialing instructions. You will need your Fidelity Participant 9-digit identification number and PIN or password when you make the call.

	·	If you accept the Offer, we expect to accept your tendered Eligible TSRUs and/or Eligible PSAs, in which case your tendered Eligible TSRUs and/or Eligible PSAs will be modified to Modified TSRUs and/or Modified PSAs, as applicable.
	·	If you decline the Offer or do not make an election, you will retain your Original Awards under their existing terms and conditions.

Section 1. Eligible Participants; Eligible PSAs or Eligible TSRUs; the Proposed Modification; Expiration and Extension of the Offer	17

Section 2. Purpose of the Modification Offer; Additional Considerations	19

Section 3. Procedures for Tendering Eligible PSAs or Eligible TSRUs	21

Section 4. Withdrawal Rights	22

Section 5. Acceptance of Eligible PSAs or Eligible TSRUs for Modification	23

Section 6. Conditions of the Offer	24

Section 7. Price Range of Our Common Stock	25

Section 8. Information Concerning Pfizer; Financial Information	26

Section 9. Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Our Securities	26

Section 10. Accounting Consequences of the Offer	28

Section 11. Legal Matters; Regulatory Approvals	28

Section 12. Material United States Tax Consequences	28

Section 13. Extension of the Offer; Termination; Amendment	29

Section 14. Consideration; Fees and Expenses	30

Section 15. Additional Information	30

Section 16. Miscellaneous	31

	·	2022 PSAs will be ineligible for retirement treatment until the 1-year anniversary of the Expiration Time (~September 2025);

	·	no Eligible Participant holding a 2022 Modified PSA will achieve retirement treatment with respect to the 2022 Modified PSA until the 1-year anniversary of the Expiration Time (~September 2025); and

	·	the payment date for the 2022 Modified PSAs will be the 3-year anniversary of the Expiration Time (~ September 2027) instead of the standard February/March of 2027 for all other Eligible Participants holding such 2022 Modified PSAs.

			·	Reasonable, balanced incentives. We believe that the opportunity to modify Eligible PSAs and/or Eligible TSRUs for Modified PSAs and/or Modified TSRUs represents a reasonable and balanced modification that has the potential for a significant positive impact on employee retention, motivation and performance. In addition, we believe that the Offer provides significant value to shareholders as the extended vesting period will serve to safeguard shareholder concerns about retention of key talent for an additional two years, at a time when the Company expects to continue to experience retention challenges.

			·	Reduces the pressure for additional grants as a retention tool. If we were unable to implement the Offer, we may have found it necessary to issue additional awards to our employees, which would increase our costs as well as our stock overhang. New retention grants would have been more dilutive and would have reduced the current pool of shares available for future grants under our Amended and Restated Pfizer Inc. 2019 Stock Plan in addition to being more costly.

			·	Impact on accounting expense. Under applicable accounting rules, we will continue to recognize compensation expense related to the outstanding TSRUs over their vesting period even if they ultimately deliver no value. We believe that the Offer will allow us to recapture retentive and incentive value from the compensation expense that we have recorded. The additional expense attributable to the modification of the Eligible TSRUs is expected to be approximately $50 million. As the Eligible PSAs are marked to market for accounting purposes, the ultimate total expense will be equal to the value delivered to participants. We will continue to expense the Eligible PSAs consistent with prior treatment.

	•	any extraordinary corporate transaction, such as a material merger, reorganization or liquidation, involving Pfizer;

	•	any purchase, sale or transfer of a material amount of our assets;

	•	any material change in our present dividend policy or our indebtedness or capitalization;

	•	any material change in our Board or executive leadership team, including any plans to change the number or term of our directors or to change the material terms of any executive officer’s employment;

	•	any other material change in our corporate structure or business;

	•	our common stock not being traded on a national securities exchange;

	•	our common stock becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended (the “*Exchange Act*”);

	•	the suspension of our obligation to file reports pursuant to Section 15(d) of the Exchange Act;

	•	the acquisition by any person of any of our securities or the disposition of any of our securities, other than in the ordinary course of business or pursuant to existing options or other rights; or

	•	any change in our certificate of incorporation or bylaws, or any actions that may impede the acquisition of control of us by any person.

	•	there shall have been threatened or instituted any action or proceeding by any government or governmental, regulatory or administrative agency, authority or tribunal or other person, domestic or foreign, before any court, authority, agency or tribunal that (i) directly or indirectly challenges the making of the Offer or the modification of some or all of the Eligible PSAs or Eligible TSRUs tendered for modification, (ii) otherwise relates in any manner to the Offer, or (iii) in our reasonable judgment, could materially affect our business, condition (financial or other), assets, income, operations, prospects or stock ownership;

	•	there shall have been threatened, instituted or taken any action, or any approval, exemption or consent shall have been withheld, or any statute, rule, regulation, judgment, order or injunction shall have been proposed, sought, promulgated, enacted, entered, amended, interpreted, enforced or deemed to be applicable to the Offer or Pfizer, by or from any court or any regulatory or administrative authority, agency or tribunal that, in our reasonable judgment, would directly or indirectly make it illegal for us to accept some or all of the tendered Eligible PSAs or Eligible TSRUs for modification, otherwise restrict or prohibit consummation of the Offer or otherwise relate in any manner to the Offer; delay or restrict our ability, or render us unable, to accept the tendered Eligible PSAs or Eligible TSRUs for modification; or impair the contemplated benefits of the Offer to Pfizer;

	•	there will have occurred: any general suspension of trading in securities on any national securities exchange or automated quotation system or in the over-the-counter market; the declaration of a banking moratorium or any suspension of payments with respect to banks in the United States; during the Offer, a decline of at least 10% in either the Dow Jones Industrial Average or the Standard & Poor’s 500 Index from the date of commencement of the Offer; the commencement or escalation of a war or other national or international calamity directly or indirectly involving the United States, which could reasonably be expected to affect materially or adversely, or to delay materially, the completion of the Offer; or any of the situations described above which existed at the time of commencement of the Offer, where such situation, in our reasonable judgment, deteriorates materially after commencement of the Offer;

	•	a tender offer (other than the Offer) or exchange offer with respect to some or all of our capital stock, or a merger or acquisition proposal for Pfizer, shall have been proposed, announced or publicly disclosed or we shall have learned that any person, entity or group (where “group” has the meaning given within Section 13(d)(3) of the Exchange Act) has acquired more than 5% of our outstanding common stock, other than a person, entity or group that had publicly disclosed such ownership with the SEC prior to the date of commencement of the Offer; any such person, entity or group that had publicly disclosed such ownership prior to such date has acquired additional common stock constituting more than 1% of our outstanding shares; or any new group has been formed that beneficially owns more than 5% of our outstanding common stock that, in our judgment in any such case, and regardless of the circumstances, makes it inadvisable to proceed with the Offer or with such acceptance of Eligible PSAs or Eligible TSRUs for modification;

	•	any change, development, clarification or position taken in generally accepted accounting principles that could or would require us to record for financial reporting purposes compensation expense against our earnings in connection with the Offer, other than as contemplated as of the commencement date of this Offer (as described in Section 10 of this Offering Memorandum (“*Accounting Consequences of this Offer*”));

	•	any change occurs in our business, financial condition, assets, income, operations, prospects or stock ownership that, in our reasonable judgment, is or may be material to Pfizer;

	•	any event or events occur that have resulted or may result, in our reasonable judgment, in a material impairment of the contemplated benefits of the Offer to Pfizer (see Section 2 of this Offering Memorandum (“*Purpose of the Offer; Additional Consideration*”) for a description of the contemplated benefits of the Offer to Pfizer); and

	•	any rules or regulations by any governmental authority, the New York Stock Exchange (“*NYSE”), or other regulatory or administrative authority or any national securities exchange have been enacted, enforced, or deemed applicable to us that have resulted or may result, in our reasonable judgment, in a material impairment of the contemplated benefits of the Offer to Pfizer (see Section 2 of this Offering Memorandum (“Purpose of the Offer; Additional Consideration*”) for a description of the contemplated benefits of the Offer to Pfizer).

	High		Low
Fiscal Quarters Ending in 2024
Third quarter (through August 8, 2024)	$	31.54	$	27.30
Second quarter		29.73		25.20
First quarter		30.28		25.61

	High		Low
Fiscal Year Ending December 31, 2023
Fourth quarter	$	34.11	$	25.76
Third quarter		37.80		31.77
Second quarter		42.22		35.76
First quarter		51.60		39.23

	High		Low
Fiscal Year Ending December 31, 2022
Fourth quarter	$	54.93	$	41.45
Third quarter		53.92		43.52
Second quarter		56.32		46.28
First quarter		58.55		45.40

Name of Beneficial Owner	Number of 2022 Eligible TSRUs Outstanding	Number of 2023 Eligible TSRUs Outstanding	Number of 2022 Eligible PSAs Outstanding	Number of 2023 Eligible PSAs Outstanding	Percent of Total Eligible Outstanding TSRUs	Percent of Total Eligible Outstanding PSAs
Executive Officers	1,050,676	1,145,245	525,273	584,074	6%	82%
Albert Bourla	412,081	413,280	205,133	210,773	2%	31%
Andrew Baum	–	–	–	–	–	–
David M. Denton	80,703	103,320	42,421	52,693	1%	7%
Mikael Dolsten	126,794	137,760	63,118	70,258	1%	10%
Douglas M. Lankler	73,963	80,360	36,819	40,984	< 1%	6%
Aamir Malik	84,529	103,320	42,079	52,693	1%	7%
Chris Boshoff	–	–	–	–	–	–
Alexandre de Germay	–	–	–	–	–	–
Angela Hwang**	95,095	103,320	47,339	52,693	1%	7%
Lidia Fonseca	38,038	43,624	18,935	22,248	< 1%	3%
Rady A. Johnson	22,823	24,797	11,361	12,646	< 1%	2%
Michael McDermott	34,234	45,920	17,042	23,419	< 1%	3%
Payal Sahni	42,265	45,920	21,039	23,419	< 1%	3%
Sally Susman	40,151	43,624	19,987	22,248	< 1%	3%
Non-Employee Directors	–	–	–	–	–	–

	•	our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 22, 2024;

	•	our Definitive Proxy Statement on Schedule 14A filed with the SEC on March 14, 2024;

	•	our Quarterly Reports on Form 10-Q for the quarters ended June 30, 2024, filed with the SEC on August 5, 2024, and March 31, 2024, filed with the SEC on May 8, 2024;

	•	our Current Reports on Form 8-K (excluding any information furnished therein) filed with the SEC on January 10, 2024, April 29, 2024, May 22, 2024, July 1, 2024, July 10, 2024, and July 26, 2024; and

	•	the description of our common stock contained in the Description of Pfizer’s Securities filed with the SEC on February 22, 2024, as Exhibit 4.26 to our Annual Report on Form 10-K for the year ended December 31, 2023, including any amendments or reports filed for the purpose of updating such description.

	ii.	Termination upon Death. In the event your employment is terminated due to death, the unvested Modified TSRUs shall immediately vest and, including any vested Modified TSRUs, be settled to your estate or the person you name in your will (subject to local legal restrictions) using the greater of 1) a Monte Carlo valuation as of the most recent quarter end prior to your death or 2) the formula noted above, with the exception of using a 20-day average settlement price as of the date of your death. PTUs, if any, will immediately be settled. Settlement will be made as soon as practicable and in any event by December 31 of the year following the year in which the death occurs.
	iii.	Proration. In the event your employment is Involuntarily Terminated without Cause, your unvested TSRUs will be prorated for the portion of the vesting period that you were an active Pfizer employee. The proration amount will be calculated following the new, longer vesting schedule. As such, the prorated shares are calculated with the numerator equal to the number of days from the original grant date until the termination date and the denominator equal to the number of days from the original grant date until the (new) vesting date (5 years).

	iv.	PTU Exercise. Modified TSRUs become available to be converted into PTUs upon their vesting date (fifth anniversary) provided you are retirement-eligible. Modified TSRUs have a longer vesting period which will delay the date of eligibility for PTU conversion.
	v.	Other Terms and Conditions. All other terms and conditions (including any country-specific information and any ancillary documents for the Participant’s country referenced therein) which you accepted with the original grant remained unchanged. Refer to your original Grant Agreement and/or Grant Letter and POI document. You can refer to these on Fuse and/or Fidelity. We recommend downloading your Grant Agreement from Fidelity and the POI document which is also available on FUSE and saving these documents for your records.

	ii.	Termination upon Death. In the event your employment is terminated due to death, the unvested Modified TSRUs shall immediately vest and, including any vested Modified TSRUs, be settled to your estate or the person you name in your will (subject to local legal restrictions) using the greater of 1) a Monte Carlo valuation as of the most recent quarter end prior to your death or 2) the formula noted above, with the exception of using a 20-day average settlement price as of the date of your death. PTUs, if any, will immediately be settled. Settlement will be made as soon as practicable and in any event by December 31 of the year following the year in which the death occurs.

	i.	Vesting and Settlement. Subject to your continued employment with the Company, the Modified TSRUs will vest on the fifth anniversary (rather than the third anniversary) of the Grant Date and settle on the seventh anniversary (rather than the fifth anniversary) of the Grant Date. The vested Modified TSRUs will settle on the settlement date using the settlement formula (see below) in the original Grant Agreement and POI with the settlement price equal to the 20-day average on the seventh anniversary (rather than the fifth anniversary) of the grant date and be paid no later than 60 days thereafter. If your employment terminates for all reasons other than Death, your right to the Modified TSRUs will be determined in accordance with Section II of the original Grant Agreement.



	ii.	Termination upon Death. In the event your employment is terminated due to death, the unvested Modified TSRUs shall immediately vest and, including any vested Modified TSRUs, be settled to your estate or the person you name in your will (subject to local legal restrictions) using the greater of 1) a Monte Carlo valuation as of the most recent quarter end prior to your death or 2) the formula noted above, with the exception of using a 20-day average settlement price as of the date of your death. PTUs, if any, will immediately be settled. Settlement will be made as soon as practicable and in any event by December 31 of the year following the year in which the death occurs.

	iii.	Proration. In the event your employment is Involuntarily Terminated without cause, your unvested TSRUs will be prorated for the portion of the vesting period that you were an active Pfizer employee. The proration amount will be calculated following the new, longer vesting schedule. As such, the prorated shares are calculated with the numerator equal to the number of days from the original grant date until the termination date and the denominator equal to the number of days from the original grant date until the (new) vesting date (5-years).