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2019 Proxy Statement
Pfizer at a Glance
A Letter from Pfizer's Executive Chairman and Chief Executive Officer
A Message from Pfizer's Lead Independent Director
Notice of 2019 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 2019 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 Oversight of Company Culture
The Board's Role in Succession Planning
Process for Selecting New Director Nominees
Evaluation of 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
2018 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 - 2019 Advisory Approval of Executive Compensation
Results of 2018 Advisory Vote on Executive Compensation
2018 Pay for Performance
2019 Advisory Vote on Executive Compensation
Item 4 - Approval of the Pfizer Inc. 2019 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 - Report on Lobbying Activities
Item 7 - Independent Chair Policy
Item 8 - Integrating Drug Pricing into Executive Compensation Policies and Programs
Other Information
Annual Meeting Information
Annual Meeting
Voting
Proxy Materials
Other Questions
Other Business
Submitting Proxy Proposals and Director Nominations for the 2020 Annual Meeting
Annex 1 - Corporate Governance Principles
Annex 2 - Pfizer Inc. 2019 Stock Plan
Corporate and Shareholder Information
Working for a Sustainable Future
Meet our Director Nominees
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Page 6 of 147
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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 2019 Director Nominees
8
Director Nominees
9
Governance
15
Overview
15
Board Information
15
Board Leadership Structure
15
The Board’s Role in Risk Oversight
19
The Board’s Oversight of Company Strategy
20
The Board’s Oversight of Company Culture
20
The Board’s Role in Succession Planning
20
Process for Selecting New Director Nominees
21
Evaluation of Board Effectiveness
22
Board and Committee Information
23
Corporate Governance Committee Report
27
Regulatory and Compliance Committee Report
28
Shareholder Outreach
29
Corporate Responsibility and Sustainability
31
Public Policy Engagement and Political Participation
32
Pfizer Policies on Business Conduct
34
Other Governance Practices and Policies
35
Non-Employee Director Compensation
37
2018 Director Compensation Table
39
Securities Ownership
40
Beneficial Owners
41
Section 16(a) Beneficial Ownership Reporting Compliance
41
Related Person Transactions and Indemnification
42
Item 2 — Ratification of Selection of Independent Registered Public Accounting Firm
43
Audit and Non-Audit Fees
44
Audit Committee Report
45
Item 3 — 2019 Advisory Approval of Executive Compensation
46
Results of 2018 Advisory Vote on Executive Compensation
46
2018 Pay for Performance
46
2019 Advisory Vote on Executive Compensation
47
Item 4 — Approval of the Pfizer Inc. 2019 Stock Plan
48
Compensation Committee Report
56
Executive Compensation
57
Compensation Discussion and Analysis
58
Table of Contents
58
Executive Summary
59
Compensation Tables
90
Financial Measures
106
Shareholder Proposals
107
Item 5 — Right to Act by Written Consent
107
Item 6 — Report on Lobbying Activities
109
Item 7 — Independent Chair Policy
112
Item 8 — Integrating Drug Pricing into Executive Compensation Policies and Programs
115
Annual Meeting Information
118
Annual Meeting
118
Voting
119
Proxy Materials
121
Other Questions
122
Other Business
123
Submitting Proxy Proposals and Director Nominations for the 2020 Annual Meeting
123
Annex 1 — Corporate Governance Principles
i
Annex 2 — Pfizer Inc. 2019 Stock Plan
v
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