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, 2019
PFIZER INC.
(Exact name of registrant as specified in its charter)
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Delaware
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1-3619
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13-5315170
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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235 East 42nd Street
New York, New York
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10017
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
(212) 733-2323
Not Applicable
(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 obligation of the registrant under any of the following provisions (
see
General Instruction A.2. below):
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☐
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
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☐
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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
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, $.05 par value
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PFE
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New York Stock Exchange
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0.000% Notes due 2020
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PFE20A
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New York Stock Exchange
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0.250% Notes due 2022
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PFE22
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New York Stock Exchange
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1.000% Notes due 2027
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PFE27
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New York Stock Exchange
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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
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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On June 27, 2019, the Board of Directors of Pfizer Inc. (the “Company”) elected Dr. Scott Gottlieb to serve as a member of the Company’s Board of Directors, effective immediately. In addition, he was appointed to the Regulatory and Compliance Committee and the Science and Technology Committee of the Board.
Dr. Gottlieb 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 June 27, 2019, announcing the election of Dr. Gottlieb is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
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Exhibit No.
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Description
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Press Release of Pfizer Inc. dated June 27, 2019
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EXHIBIT INDEX
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Exhibit No.
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Description
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Press Release of Pfizer Inc. dated June 27, 2019
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SIGNATURE
Under the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the authorized undersigned.
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PFIZER INC.
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Dated: June 27, 2019
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By:
/s/ Margaret M. Madden
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Margaret M. Madden
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Title: Senior Vice President and Corporate Secretary
Chief Governance Counsel
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Exhibit 99.1
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News Release
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Pfizer
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Media Relations:
Investor Relations:
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Patricia Kelly
+1 (212) 733-3810
patricia.kelly@pfizer.com
Chuck Triano
+1 (212) 733-3901
charles.e.triano@pfizer.com
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SCOTT GOTTLIEB ELECTED TO PFIZER’S BOARD OF DIRECTORS
NEW YORK, NY—June 27—Pfizer Inc. (NYSE:PFE) today announced the election of Dr. Scott Gottlieb to its Board of Directors, effective immediately. Dr. Gottlieb, age 47, was also appointed to the Regulatory and Compliance Committee and the Science and Technology Committee of Pfizer’s Board.
Dr. Gottlieb, a physician and medical policy expert, is currently a Special Partner of New Enterprise Associations, Inc.’s healthcare investment team and a Resident Fellow of the American Enterprise Institute. He served as the 23
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Commissioner of the U.S. Food and Drug Administration (FDA) from 2017 to 2019. Prior to serving as Commissioner, Dr. Gottlieb held several roles in the public and private sectors, including serving as the FDA’s Deputy Commissioner for Medical and Scientific Affairs and as a Senior Adviser to the Administrator of the Centers for Medicare and Medicaid Services, where he helped implement the Medicare drug benefit, advance policies to improve healthcare quality and promote the effective use of new medical technologies.
Dr. Gottlieb is also an elected member of the National Academy of Medicine.
Dr. Gottlieb received a B.A. in Economics from Wesleyan University and an M.D. from Mount Sinai School of Medicine.
“We are fortunate to have Dr. Gottlieb join Pfizer’s Board of Directors,” stated Ian Read, Pfizer Executive Chairman. “Scott’s expertise in health care, public policy and the industry will be an asset to our company and enable our shareholders to continue to benefit from a Board representing a balance of experience, competencies and perspectives.”
“We welcome Dr. Gottlieb to Pfizer’s Board of Directors,” said Dr. Albert Bourla, Pfizer Chief Executive Officer. “Through his work as a physician and his time at the FDA, Scott has
continually demonstrated an understanding of both patients’ needs and the rapidly changing dynamics of biopharmaceutical research and development.”
Pfizer Inc.: 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. Our global portfolio includes medicines and vaccines as well as many of the world's best-known consumer health care products. 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 150 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
.