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Notice of 2018 Annual Meeting and Proxy Statement
Pfizer at a Glance
Letter from the Chairman and CEO
A Message from Pfizer's Lead Independent Director
Notice of 2018 Annual Meeting and Proxy Statement
Table of Contents
Proxy Statement Summary
Item 1 - Election of Directors
Criteria for Board Membership
Selection of Candidates
Retirement Policy
Our 2018 Director Nominees
Director Nominees
Governance
Overview
Board Information
Board Leadership Structure
The Board's Role in Risk Oversight
The Board's Oversight of Company Strategy
The Board's Role in Succession Planning
Evaluating Board Effectiveness
Board and Committee Information
Corporate Governance Committee Report
Regulatory and Compliance Committee Report
Shareholder Outreach
Corporate Responsibility and Sustainability
Public Policy Engagement and Political Participation
Pfizer Policies on Business Conduct
Other Governance Practices and Policies
Non-Employee Director Compensation, Ownership & Related Person Transactions
Non-Employee Director Compensation
2017 Director Compensation Table
Securities Ownership
Beneficial Owners
Section 16(a) Beneficial Ownership Reporting Compliance
Related Person Transactions and Indemnification
Item 2 - Ratification of Selection of Independent Registered Public Accounting Firm
Audit and Non-Audit Fees
Audit Committee Report
Item 3 - 2018 Advisory Approval of Executive Compensation
Results of 2017 Advisory Vote on Executive Compensation
2017 Pay for Performance
2018 Advisory Vote on Executive Compensation
Item 4 - Approval of the Pfizer Inc. French Sub-Plan under the 2014 Stock Plan
Compensation Committee Report
Executive Compensation
Compensation Discussion and Analysis
Table of Contents
Executive Summary
Compensation Tables
Financial Measures
Shareholder Proposals
Item 5 - Right to Act by Written Consent
Item 6 - Independent Chair Policy
Item 7 - Report on Lobbying Activities
Other Information
Annual Meeting Information
Annual Meeting
Voting
Proxy Materials
Other Questions
Other Business
Submitting Proxy Proposals and Director Nominations for the 2019 Annual Meeting
Annex 1 - Corporate Governance Principles
Annex 2 - Pfizer Inc. 2014 Stock Plan - French-Qualified Restricted Stock Unit Sub-Plan
Corporate and Shareholder Information
Working for a Sustainable Future
Meet our Director Nominees
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Page 6 of 129
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Table of Contents
Proxy Statement Summary
1
Item 1 — Election of Directors
7
Criteria for Board Membership
7
Selection of Candidates
8
Retirement Policy
8
Our 2018 Director Nominees
8
Director Nominees
9
Governance
16
Overview
16
Board Information
16
Board Leadership Structure
16
The Board’s Role in Risk Oversight
19
The Board’s Oversight of Company Strategy
20
The Board’s Role in Succession Planning
20
Evaluating Board Effectiveness
21
Board and Committee Information
22
Corporate Governance Committee Report
26
Regulatory and Compliance Committee Report
27
Shareholder Outreach
28
Corporate Responsibility and Sustainability
30
Public Policy Engagement and Political Participation
31
Pfizer Policies on Business Conduct
32
Other Governance Practices and Policies
33
Non-Employee Director Compensation
35
2017 Director Compensation Table
37
Securities Ownership
38
Beneficial Owners
39
Section 16(a) Beneficial Ownership Reporting Compliance
39
Related Person Transactions and Indemnification
40
Item 2 — Ratification of Selection of Independent Registered Public Accounting Firm
41
Audit and Non-Audit Fees
42
Audit Committee Report
43
Item 3 — 2018 Advisory Approval of Executive Compensation
44
Results of 2017 Advisory Vote on Executive Compensation
44
2017 Pay for Performance
44
2018 Advisory Vote on Executive Compensation
45
Item 4 — Approval of the Pfizer Inc. French Sub-Plan under the 2014 Stock Plan
46
Compensation Committee Report
53
Executive Compensation
54
Compensation Discussion and Analysis
55
Table of Contents
55
Executive Summary
56
Compensation Tables
85
Financial Measures
101
Shareholder Proposals
102
Item 5 — Right to Act by Written Consent
102
Item 6 — Independent Chair Policy
104
Item 7 — Report on Lobbying Activities
107
Annual Meeting Information
110
Annual Meeting
110
Voting
111
Proxy Materials
113
Other Questions
114
Other Business
115
Submitting Proxy Proposals and Director Nominations for the 2019 Annual Meeting
115
Annex 1 — Corporate Governance Principles
i
Annex 2 — Pfizer Inc. 2014 Stock Plan — French-Qualified Restricted Stock Unit Sub-Plan
vi
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