Form 8-K - Current report

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): October 10, 2024

PFIZER INC.

(Exact name of registrant as specified in its charter)


Delaware	1-3619	13-5315170
(State or other	(Commission File	(I.R.S. Employer
jurisdiction of	Number)	Identification No.)
incorporation)


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))

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Election of Mr. Buckley to the Board of Directors

On October 10, 2024, the Board of Directors (the “Board”) of Pfizer Inc. (the “Company”) elected Mortimer J. Buckley to serve as a member of the Company’s Board, effective immediately. In addition, he was elected to the Governance & Sustainability Committee and the Audit Committee of the Board.

Mr. Buckley has been provided an indemnification agreement and will receive compensation, each in accordance with the Company’s standard arrangements for non-employee directors.

The press release, dated October 10, 2024, announcing the election of Mr. Buckley is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Exhibit Description

Exhibit 99.1

Press Release of Pfizer Inc. dated October 15, 2024

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.


	PFIZER INC.


Dated: October 15, 2024	By:	/s/ Margaret M. Madden
		Margaret M. Madden
		Senior Vice President and Corporate Secretary
		Chief Governance Counsel

EXHIBIT 99.1


For Immediate Release October 15, 2024			Media Contact: PfizerMediaRelations@Pfizer.com +1 (212) 733-1226 Investor Contact: IR@Pfizer.com +1 (212) 733-4848

Tim Buckley Elected to Pfizer’s Board of Directors

NEW YORK, October 15, 2024 – Pfizer Inc. (NYSE: PFE) today announced the election of Mortimer (“Tim”) J. Buckley to its Board of Directors, effective immediately, following a lengthy and comprehensive search that began in May 2024. Mr. Buckley, age 55, was also appointed to and will join the Governance and Sustainability Committee and the Audit Committee of Pfizer’s Board. Following the appointment of Mr. Buckley, the Board will comprise 14 directors, 13 of whom are independent.

Mr. Buckley served as Chairman and Chief Executive Officer at Vanguard from 2018 until his retirement in 2024. Previously he was Vanguard’s Chief Investment Officer, overseeing the company’s internally managed stock, bond and money market portfolios as well as investment research and methodology. Mr. Buckley joined Vanguard in 1991 and held numerous senior leadership roles, including Chief Information Officer and head of the Retail Investor Group. Outside of Vanguard, he served as Chairman of the board of Children’s Hospital of Philadelphia from 2011 to 2017.

Mr. Buckley received a Bachelor of Arts in Economics from Harvard College and a Master of Business Administration from Harvard Business School.

“We are pleased to welcome Tim Buckley to Pfizer’s Board of Directors,” stated Albert Bourla, Pfizer Chairman and Chief Executive Officer. “Tim is a widely respected business leader with deep expertise in global investment management, financial markets, and operations, and someone who values a shared sense of purpose, all of which will be an asset to Pfizer and our shareholders.”

“I'm honored to join Pfizer’s Board of Directors, a group of leaders with distinguished careers in science, government, academia, technology and business,” said Buckley. “I'm impressed with Pfizer’s dedication to patients and focus on innovation to improve health. I look forward to working with the Board and management to support the breakthroughs that change patients' lives while concurrently driving long-term shareholder value.”

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.

# # #

Cover Page	Oct. 10, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Oct. 10, 2024
Entity Registrant Name	PFIZER INC
Entity Incorporation, State or Country Code	DE
Entity File Number	1-3619
Entity Tax Identification Number	13-5315170
Entity Address, Address Line One	66 Hudson Boulevard East
Entity Address, City or Town	New York,
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10001-2192
City Area Code	212
Local Phone Number	733-2323
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000078003
Common Stock [Member]
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, $.05 par value
Trading Symbol	PFE
Security Exchange Name	NYSE
Notes Due 2027, 1.000% [Member]
Entity Information [Line Items]
Title of 12(b) Security	1.000% Notes due 2027
Trading Symbol	PFE27
Security Exchange Name	NYSE