Form 8-K PFIZER INC For: Sep 27
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
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 27, 2018
PFIZER INC.
(Exact name of registrant as specified in its charter)
(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)
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))
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 pursuant to Section 13(a) of the Exchange Act. [ ]
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 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 October 1, 2018, Pfizer Inc. (the “Company”) announced that effective January 1, 2019, the Board of Directors of the Company has elected Albert Bourla, 56, currently Chief Operating Officer of the Company, as Chief Executive Officer of the Company and Ian Read, 65, currently Chairman and Chief Executive Officer of the Company, as Executive Chairman of the Company.
Dr. Bourla has been Chief Operating Officer of the Company since January 2018 and was Group President, Pfizer Innovative Health from June 2016 until December 2017, Group President, Global Innovative Pharma Business of the Company (responsible for Vaccines, Oncology and Consumer Healthcare since 2014) from February 2016 until June 2016, President and General Manager of the Established Products Business Unit of the Company from 2010 until 2013, Area President Europe, Africa, Asia and Pacific of Pfizer Animal Health from 2009 until 2010, and Area President Europe, Africa and Middle East of Pfizer Animal Health from 2005 until 2009. Dr. Bourla has been a Director of the Company since February 2018. Dr. Bourla is a Board member of the Pfizer Foundation, which promotes access to quality healthcare. He is also a board member of the Biotechnology Innovation Organization, the world’s largest biotechnology trade association.
In connection with Dr. Bourla’s promotion, the Compensation Committee (the “Committee”) of the Board of Directors of the Company approved the following new compensation arrangements for Dr. Bourla effective January 1, 2019: (1) an increase in his annual base salary from $1,400,000 to $1,600,000 and (2) a corresponding increase in his annual target cash incentive opportunity from $1,406,100 for 2018, which represents 100% of the salary midpoint for his 2018 salary grade, to $2,594,700 for 2019, which represents 150% of the salary midpoint for his 2019 salary grade.
The Committee also approved the following new compensation arrangements for Mr. Read in his role as Executive Chairman, effective January 1, 2019: (1) an annual base salary of $1,200,000 and (2) an annual target cash incentive opportunity of $1,800,000, which represents 150% of the salary midpoint for his 2019 salary grade.
The related press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. | |
(d) Exhibits | ||
Exhibit No. | Description | |
EXHIBIT INDEX
Exhibit No. | Description |
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: October 1, 2018 | By: /s/ Margaret M. Madden_____ Margaret M. Madden |
Title: Senior Vice President and Corporate Secretary Chief Governance Counsel | |
For immediate release: | Media contact: | ||
October 1, 2018 | Joan Campion | ||
212-733-2798 | |||
Investor Contact: | |||
Charles Triano | |||
212-733-3901 | |||
Pfizer Announces CEO Succession
• | Effective January 1, 2019, Dr. Albert Bourla to become Chief Executive Officer (CEO) and Ian Read to serve as Executive Chairman of the Board of Directors |
NEW YORK, NY, October 1 - Pfizer Inc. (NYSE: PFE) today announced its Board of Directors has unanimously elected Dr. Albert Bourla, 56, Pfizer Chief Operating Officer (COO), to succeed Ian Read as CEO effective January 1, 2019. Ian Read will transition from his current role as Chairman and CEO to Executive Chairman of Pfizer’s Board of Directors.
“It’s been an honor to serve as Pfizer’s CEO for the past eight years,” stated Ian Read. “However, now is the right time for a leadership change, and Albert is the right person to guide Pfizer through the coming era. Albert is an energizing leader who has an unwavering commitment to serving patients. With 25 years at Pfizer, he has developed an extensive knowledge of the industry and demonstrated an ability to build and grow businesses. With Albert at the helm, our dedicated colleagues across the globe are poised to deliver the next stage of growth. I look forward to working with Albert and the Board to continue serving patients and delivering value for shareholders.”
Ian Read was named CEO of Pfizer on December 6, 2010, and Chairman of its Board of Directors on December 12, 2011.
Since Mr. Read assumed the CEO role in 2010, Pfizer has recorded several achievements:
• | 30 FDA approvals |
• | Total shareholder return of 250%, outperforming the S&P 500 index by 180 percentage points |
• | $120+ billion direct return of capital to shareholders |
• | Strong pipeline with the potential for approximately 25-30 approvals through 2022, of which up to 15 have the potential to be blockbusters |
• | 70% increase in annual dividends to $1.36 from $0.80 |
• | Since 2010, donated more than 580 million doses of Zithromax (azithromycin) to treat trachoma, the leading cause of infectious blindness. In response, the number of people at risk of trachoma blindness worldwide has been reduced to 158 million from more than 300 million in 2010. |
Shantanu Narayen, Lead Independent Director of Pfizer’s Board of Directors, stated, “On behalf of the Board of the Directors, I want to thank Ian for his remarkable leadership as CEO. During an extraordinary period for the company, he successfully managed through $23 billion of lost revenue due to product losses of exclusivity, while at the same time driving strong and consistent financial performance and investing for the future. Consequently, Pfizer now has a pipeline that we believe is as deep and strong as ever. In addition, Ian has built a unique ownership culture that increased accountability and encouraged collaboration. As such, the company is now better positioned for success.”
“Today’s leadership announcement is part of a thoughtful, multi-year succession planning process,” continued Narayen. “The Board has been impressed with Albert’s performance, depth of experience and track record for success, and we are confident that as CEO he will drive innovation and further advancements across the business.”
Prior to assuming the role of COO on January 1, 2018, Dr. Bourla led Pfizer’s Innovative Health business, which recorded revenues of $31.4 billion and income before taxes of $18.3 billion in 2017, representing an 8% and 17% year-over-year operational growth respectively and an increase of profitability to 58% compared to 54% the previous year. Albert also established the Innovative Health Emerging Markets region, with $4.4 billion in revenues in 2017, reflecting operational growth of 18%. Prior to his appointment as leader of Pfizer Innovative Health, in January 2014 he became the group president of the Vaccines, Oncology and Consumer Healthcare business unit. Under his leadership within four years, the Oncology business tripled in size, the Vaccines business grew by 50% and the Consumer Healthcare business significantly improved its profitability.
In addition, Dr. Bourla spearheaded several key transactions to advance Pfizer’s Oncology, Inflammation and Immunology, Vaccines and Rare Disease portfolios, and prioritized investments to create a leading Oncology business with strong positions in breast and prostate cancer franchises.
Commenting on his election, Albert Bourla stated: “I am humbled and privileged to be the next CEO of Pfizer, and I appreciate the confidence that both Ian and the Board of Directors have placed in me. I also want to thank Ian for his constant support, and am fortunate to have him as both a mentor and friend. I welcome Ian’s continuing contributions as Executive Chairman. This is a dynamic time for Pfizer, and I look forward to working with our colleagues to deliver critical medicines to patients all over the globe, which remains the compass for all we do at Pfizer.”
Working together for a healthier world®
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. Our global portfolio includes medicines and vaccines as well as many of the world's best-known consumer health care products. 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 more than 150
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 Twitter at @Pfizer and @Pfizer_News, LinkedIn, YouTube and like us on Facebook at Facebook.com/Pfizer.
DISCLOSURE NOTICE: The information contained in this release is as of October 1, 2018. The Company assumes no obligation to update forward-looking statements contained in this release as a result of new information or future events or developments.
This release contains forward-looking information about, among other things, Pfizer’s anticipated future growth potential and its product pipeline, including potential approvals, performance and potential benefits, that involves substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Risks and uncertainties include, among other things, the uncertainties inherent in research and development, including the ability to meet anticipated trial commencement and completion dates and regulatory submission dates, as well as the possibility of unfavorable clinical trial results, including unfavorable new clinical data and additional analyses of existing clinical data; whether and when any drug applications may be filed in any jurisdictions for any pipeline assets or new indications for marketed products; whether and when regulatory authorities may approve any such applications, which will depend on its assessment of the benefit-risk profile suggested by the totality of the efficacy and safety information submitted and, if approved, whether they will be commercially successful; uncertainties regarding the commercial success of Pfizer’s products and product candidates; other business effects, including the effects of industry, market, economic, political or regulatory conditions; and competitive developments.
A further description of risks and uncertainties can be found in Pfizer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 and in its subsequent reports on Form 10-Q, including in the sections thereof captioned “Risk Factors” and “Forward-Looking Information and Factors That May Affect Future Results,” as well as in its subsequent reports on Form 8-K, all of which are filed with the U.S. Securities and Exchange Commission and available at www.sec.gov and www.pfizer.com.
In addition, please see Pfizer’s 2017 Financial Report, which is incorporated by reference into Pfizer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, for additional information on segment financial results. Segment profitability figure included above is calculated using segment income from continuing operations before provision/(benefit) for taxes on income divided by segment revenues.
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