Pfizer Inc 8-K, filed Apr 12, 2022
Pfizer Inc (PFE)
8-K
2022-04-12
For: 2022-04-11
View Original
Added on
April 10, 2026
About this 8-K
Pfizer Inc filed this 8-K on April 12, 2022, reporting on events of April 11, 2022.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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): April 11, 2022
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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
On April 11, 2022, Pfizer Inc. (the “Company”) announced that the Board of Directors of the Company elected David M. Denton as Chief Financial Officer, Executive Vice President of the Company and appointed Mr. Denton as a member of the Company's Executive Leadership Team, effective May 2, 2022 (the “Effective Date”).
Prior to joining the Company, Mr. Denton, 56, served as Executive Vice President, Chief Financial Officer of Lowe’s Companies, Inc. Mr. Denton joined Lowe’s in 2018. Mr. Denton has more than 25 years of finance and operational expertise, including more than 20 years in the healthcare sector. Prior to joining Lowe's in 2018, Mr. Denton served as Executive Vice President and Chief Financial Officer of CVS Health since 2010, where he was responsible for all aspects of their financial planning and management. He joined CVS Corporation in 1999 and held various managerial roles throughout the company, including serving as its Senior Vice President and Controller/Chief Accounting Officer and as Chief Financial Officer and Controller for PharmaCare, CVS Corporation’s legacy pharmacy benefit management subsidiary. Prior to CVS, he was with the management consulting firm of Deloitte Touche Tohmatsu. Mr. Denton holds a Bachelor of Science degree in Business Administration from Kansas State University and an MBA from Wake Forest University. He serves on the board of Tapestry, Inc.
In connection with Mr. Denton’s election, the Compensation Committee of the Board of Directors of the Company approved the following compensation arrangements for Mr. Denton as of the Effective Date: (1) an annual base salary of $1,250,000; and (2) an annual target cash incentive opportunity of $1,250,000, which represents 100% of his annual base salary, although for 2022 the amount will be pro-rated for the portion of the year worked. Additionally, in order to replace certain compensation and benefits that are expected to be forfeited by Mr. Denton due to his resignation from Lowe’s, the Company will provide him with: (1) a one-time cash payment of $5,000,000, payable within 30 days of the Effective Date, which is to be repaid to the Company in the event of Mr. Denton’s voluntarily resignation prior to the one-year anniversary of the Effective Date; (2) an equity grant of restricted stock units (“RSUs”) with a value equal to $3,250,000 (determined as of the date of grant which will be the last trading day of the month he commences work which is expected to be May 31, 2022); and (3) a credit under the Pfizer Supplemental Savings Plan (“Supplemental Plan”) in the amount of $9,750,000. The RSU grant will vest 50% on each of the first and second anniversary of the grant date and the credit to the Supplemental Plan will vest 50% on each of April 1, 2023 and April 1, 2024. The RSU grant and credit to the Supplemental Plan will each be subject to the respective plan’s terms and conditions and will both fully vest in the event of Mr. Denton’s termination due to death, disability or involuntary termination without Cause (as such term is defined in the Executive Severance Plan).
As previously reported by the Company in a Current Report on Form 8-K filed with the Securities and Exchange Commission on November 19, 2021, the Company announced that Frank D’Amelio will be leaving his position as Chief Financial Officer and Executive Vice President after a nearly 15-year distinguished career with the Company and that Mr. D’Amelio would continue to serve as CFO until the appointment of a new chief financial officer, and will stay on as a special advisor until as late as December 31, 2022 in order to ensure a smooth transition of his CFO responsibilities.
The related press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Exhibit Description | |||||||
Press Release of Pfizer Inc. dated April 11, 2022 | ||||||||
| 104 | Cover Page Interactive Data File--the cover page XBRL tags are embedded within the Inline XBRL document. | |||||||
| EXHIBIT INDEX | ||||||||
| Exhibit No. | Description | |||||||
Press Release of Pfizer Inc. dated April 11, 2022 | ||||||||
| 104 | Cover Page Interactive Data File--the cover page XBRL tags are embedded within the Inline XBRL document. | |||||||
SIGNATURE
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.
| PFIZER INC. | ||||||||
| By: | /s/ Margaret M. Madden | |||||||
| Margaret M. Madden | ||||||||
| Senior Vice President and Corporate Secretary | ||||||||
| Chief Governance Counsel | ||||||||
Dated: April 12, 2022
Exhibit 99.1
| For Immediate Release April 11, 2022 | Media Contact: +1 (212) 733-1226 pfizermediarelations@Pfizer.com | ||||
Investor Contact: +1 (212) 733-4848 IR@Pfizer.com | |||||
Pfizer Names David M. Denton Chief Financial Officer
NEW YORK, April 11, 2022 — Pfizer Inc. (NYSE: PFE) today announced that David M. Denton will join the Company as Chief Financial Officer (CFO) and Executive Vice President effective May 2, 2022. Mr. Denton will be a member of Pfizer’s Executive Leadership Team reporting to Chairman and Chief Executive Officer, Albert Bourla. He joins Pfizer from Lowe’s Companies, Inc. where he served as CFO and Executive Vice President. Mr. Denton succeeds Frank D’Amelio, CFO and Executive Vice President, who recently announced his intention to leave Pfizer after a notable 15-year career. Mr. D’Amelio has agreed to remain in place through a transition period.
Mr. Denton has more than 25 years of finance and operational expertise, including more than 20 years in the healthcare sector. As a result, he brings to Pfizer a unique perspective on the role of payers, the needs of patients, and the rapidly evolving healthcare landscape.
At Pfizer, Mr. Denton will be a key thought partner to the Company’s CEO and Executive Leadership Team while overseeing every aspect of the Company’s financial management. He will be responsible for all corporate finance functions, including audit, treasury, tax, insurance, operations planning and analysis (OP&A), corporate controllership, and business finance and analytics.
“Our Company's continued financial strength is essential to Pfizer’s ability to deliver on our purpose and to create long-term value for all our stakeholders,” said Albert Bourla, Chairman and Chief Executive Officer, Pfizer. “Dave brings with him deep financial experience, a track record of achievement and true insights into today’s healthcare system. For these reasons, he is the perfect leader to take the helm of our talented
finance organization and deliver a comprehensive strategic financial vision that will help drive Pfizer’s future growth and success.”
Bourla continued, “My sincere thanks to Frank D’Amelio for his numerous and lasting contributions to Pfizer, including mentoring so many of Pfizer’s current outstanding leaders and improving the lives of so many patients around the world.”
"We are living at a time of unprecedented scientific advancement and Pfizer is a company that is unparalleled in its ambition to make a difference in patients' lives. For me, there could be no professional opportunity greater than leveraging all my years of finance and business experience to play a role in helping deliver on this aspiration, working alongside a high-performing team that has been built for growth and enhancing shareholder returns,” said David Denton.
Prior to joining Lowe's in 2018, Mr. Denton served as Executive Vice President and CFO of CVS Health, where he was responsible for all aspects of their financial planning and management. He played a key role in CVS’s transformational journey from a retail pharmacy to the health solutions company it is today and led the full integration of Caremark into CVS. In December 2017, Mr. Denton played a pivotal role in CVS’s acquisition of Aetna, structuring and negotiating the terms and financing for the transaction.
Before becoming CFO at CVS, Mr. Denton held several leadership roles, including senior vice president and controller/chief accounting officer. Prior to CVS, he was with the management consulting firm of Deloitte Touche Tohmatsu.
He earned a bachelor's degree in business administration from Kansas State University, USA and an MBA from the Babcock Graduate School of Management at Wake Forest University, USA. He serves on the board of Tapestry, Inc.
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 more than 170 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 Twitter at @Pfizer and @Pfizer News, LinkedIn, YouTube and like us on Facebook at Facebook.com/Pfizer.
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Disclosure Notice: The information contained in this release is as of April 11, 2022. The Company assumes no obligation to update forward-looking statements contained in this release as a result of new information or future events or developments.
This release contains forward-looking information about, among other things, the Company’s value creation and growth potential that are subject to substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Risks and uncertainties include, among other things, the uncertainties inherent in research and development; the uncertainties inherent in business and financial planning, including, without limitation, risks related to Pfizer’s business and prospects, adverse developments in Pfizer’s markets, or adverse developments in the U.S. or global capital markets, credit markets, regulatory environment or economies generally; the impact of COVID-19 on our business, operations and financial results; and competitive developments.
A further description of risks and uncertainties can be found in Pfizer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and in its subsequent reports on Form 10-Q, including in the sections thereof captioned “Risk Factors” and “Forward-Looking Information and Factors That May Affect Future Results”, as well as in its subsequent reports on Form 8-K, all of which are filed with the U.S. Securities and Exchange Commission and available at www.sec.gov and www.pfizer.com.
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