8-K 1 form8-k_6272019docx.htm PFIZER INC. FORM 8-K JUNE 27, 2019 Document


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)
 
 
 
 
 
 
 
Delaware
 
1-3619
 
13-5315170
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 
 
235 East 42nd Street
New York, New York
 
10017
(Address of principal executive offices)
 
(Zip Code)
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))
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
0.000% Notes due 2020
 
PFE20A
 
New York Stock Exchange
0.250% Notes due 2022
 
PFE22
 
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
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.



 
Item 9.01
 
Financial Statements and Exhibits
 
(d) Exhibits
 
 
 
 
 
 
 
Exhibit No.
 
Description
 
 
Press Release of Pfizer Inc. dated June 27, 2019
 



EXHIBIT INDEX
 
Exhibit No.
Description

Press Release of Pfizer Inc. dated June 27, 2019






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.
 
 
 
 
 
 
PFIZER INC.
 
 
 
Dated: June 27, 2019
 
By:   /s/ Margaret M. Madden_____
         Margaret M. Madden
 
 
Title:  Senior Vice President and Corporate Secretary  
           Chief Governance Counsel