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): December 9, 2022
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) | | |
| | | | | | | | |
| 235 East 42nd Street | 10017 |
| New York, | New York | (Zip Code) |
(Address of principal executive offices)
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):
☐ Written communication 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On December 9, 2022, the Board of Directors of Pfizer Inc. (the ”Company“) amended and restated the Company’s by-laws (the ”By-laws“). Among other things, the amendments require any shareholder submitting notice of a director nomination to: (i) inform the Company that such shareholder intends to solicit proxies in support of any director nominees in accordance with Rule 14a-19 under the Securities Exchange Act of 1934, as amended; and (ii) provide evidence that certain requirements of such rule have been satisfied. The amendments also incorporate certain other technical changes in light of the universal proxy rules adopted by the U.S. Securities and Exchange Commission.
The foregoing description of the Company’s By-laws is qualified in all respects by reference to the text of the By-laws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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| Exhibit Number | | Exhibit Description |
| | |
| | Pfizer Inc. By-laws, as amended on December 9, 2022 |
| 104 | | Cover Page Interactive Data File--the cover page XBRL tags are embedded within the Inline XBRL document. |
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| | EXHIBIT INDEX |
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| Exhibit No. | | Description |
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| | Pfizer Inc. By-laws, as amended on December 9, 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.
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| | PFIZER INC. |
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| | By: | /s/ Margaret M. Madden |
| | | Margaret M. Madden |
| | | Senior Vice President and Corporate Secretary |
| | | Chief Governance Counsel |
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Dated: December 13, 2022
