Pfizer Inc. 8-K

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 25, 2015

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
(Address of principal executive offices)

 
10017
(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:

[   ] 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))

 

Item 5.02

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

On June 25, 2015, the Company’s Board of Directors elected Joseph J. Echevarria (former Chief Executive Officer of Deloitte LLP) to serve as a member of the Board, effective immediately. In addition, he was elected to the Audit Committee, the Regulatory and Compliance Committee, and the Science and Technology Committee of the Board.

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

In connection with Mr. Echevarria’s appointment, the Company reports the following related party transactions under Item 404(a) of Regulation S-K.  In 2014, in the ordinary course of business, the Company engaged Deloitte LLP with respect to, among other things, financial due diligence, merger and acquisition support, marketing and sales strategy support, project management and compliance support.  For the year ended December 31, 2014, the total fees paid to Deloitte for these matters were less than 0.3% of Deloitte’s revenues for its fiscal year ended May 31, 2014.

The press release, dated June 25, 2015, announcing the election of Mr. Echevarria is attached hereto as Exhibit 99. The information contained in the press release is deemed to be filed under the Securities Exchange Act of 1934, and such press release is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.  
(d) Exhibits
   
     
Exhibit No. Description  
99 Press Release dated June 25, 2015  
     

 

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.
     
   
By: /s/  Margaret M. Madden
Margaret M. Madden
   
Title: Vice President and Corporate Secretary
Dated: June 25, 2015             Chief Governance Counsel

 

 

EXHIBIT INDEX

Number

Description
99 Press Release dated June 25, 2015