pfe-202406270000078003false00000780032024-06-272024-06-270000078003us-gaap:CommonStockMember2024-06-272024-06-270000078003pfe:NotesDue20271.000Member2024-06-272024-06-27
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): June 27, 2024
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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| 66 Hudson Boulevard East | 10001-2192 |
| New York, | New York | (Zip Code) |
(Address of principal executive offices)
Registrant’s telephone number, including area code:
(212) 733-2323
(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 filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications 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 |
| 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. ☐
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| Item 5.02 | | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Election of Mr. Taraporevala to the Board of Directors
On June 27, 2024, the Board of Directors (the “Board”) of Pfizer Inc. (the “Company”) elected Cyrus Taraporevala to serve as a member of the Company’s Board, effective immediately. In addition, he was appointed to and will join the Audit Committee and the Compensation Committee of the Board.
Mr. Taraporevala 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 July 1, 2024, announcing the election of Mr. Taraporevala is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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| Item 9.01 Financial Statements and Exhibits. |
(d) Exhibits | |
Exhibit No. | Exhibit Description | |
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| 104 | Cover Page Interactive Data File--the cover page XBRL tags are embedded within the Inline XBRL document. | |
SIGNATURES
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: July 1, 2024 | By: | /s/ Margaret M. Madden |
| | Margaret M. Madden |
| | | Senior Vice President and Corporate Secretary |
| | | Chief Governance Counsel |
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Exhibit 99.1
Cyrus Taraporevala Elected to Pfizer’s Board of Directors
NEW YORK, July 1, 2024 – Pfizer Inc. (NYSE: PFE) today announced the election of Cyrus Taraporevala to its Board of Directors, effective immediately. Mr. Taraporevala, age 57, was also appointed to and will join the Audit Committee and Compensation Committee of Pfizer’s Board.
Mr. Taraporevala served as President and Chief Executive Officer at State Street Global Advisors from 2017 until his retirement in 2022. Prior to joining State Street, he held numerous leadership roles in asset management, including at Fidelity, BNY Mellon, Legg Mason, and Citigroup. Earlier in his career, Mr. Taraporevala was a partner at McKinsey & Company, based in New York and Copenhagen.
He serves on the boards of directors of Shell plc and Bridgepoint Group plc.
Mr. Taraporevala received a Bachelor of Commerce in Financial Accounting from Sydenham College, University of Bombay, and a Master of Business Administration from Cornell University.
“We are pleased to welcome Cyrus Taraporevala to Pfizer’s Board of Directors,” stated Albert Bourla, Pfizer Chairman and Chief Executive Officer. “He brings vast experience in investment management, financial markets plus leadership and global operations more broadly that will be an asset to Pfizer and enable our shareholders to continue to benefit from a Board representing a balance of experience, competencies and perspectives.”
About Pfizer: Breakthroughs That Change Patients’ Lives
At Pfizer, we apply science and our global resources to bring therapies to people that extend and significantly improve their lives. We strive to set the standard for quality, safety and value in the discovery, development and manufacture of health care products, including innovative medicines and vaccines. Every day, Pfizer colleagues work across developed and emerging markets to advance wellness, prevention, treatments and cures that challenge the most feared diseases of our time. Consistent with our responsibility as one of the world's premier innovative biopharmaceutical companies, we collaborate with health care providers, governments and local communities to support and expand access to reliable, affordable health care around the world. For 175 years, we have worked to make a difference for all who rely on us. We routinely post information that may be important to investors on our website at www.pfizer.com. In addition, to learn more, please visit us on www.Pfizer.com and follow us on X at @Pfizer and @Pfizer News, LinkedIn, YouTube and like us on Facebook at Facebook.com/Pfizer.
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