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): August 22, 2007
PFIZER INC.
(Exact name of registrant as specified in its charter)
Delaware
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1-3619
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13-5315170
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(State or other Jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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10017
(Zip Code) |
Registrant's telephone number, including area code:
(212) 573-2323
(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))
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 7, 2007, the Board of Directors of Pfizer Inc. (the "Company") elected Frank A. D'Amelio Senior Vice President and Chief Financial Officer of the Company and appointed Mr. D'Amelio a member of the Company's Executive Leadership Team effective September 10, 2007 (the "Effective Date"), subject to the Company reaching appropriate agreement with Mr. D'Amelio regarding his acceptance of such positions. On August 22, 2007, Mr. D'Amelio agreed to accept such positions with the Company as of the Effective Date. A copy of the press release announcing the election and appointment of Mr. D'Amelio is attached hereto as Exhibit 99 and is incorporated herein by reference. Prior to joining the Company, Mr. D'Amelio, 49, served as Chief Administrative Officer and Senior Executive Vice President Integration of Alcatel-Lucent since December 2006; Chief Operating Officer of Lucent Technologies from January 2006 through November 2006; and Executive Vice President, Administration, and Chief Financial Officer of Lucent Technologies from May 2001 until January 2006. Mr. D'Amelio began his career in 1979 at Bell Labs, where he held a variety of financial, accounting and general management positions. Mr. D'Amelio earned a bachelor's degree in Accounting from St. Peter's College and an MBA in Finance from St. John's University. There are no arrangements or understandings between Mr. D'Amelio and any other persons pursuant to which Mr. D'Amelio was selected as an officer. Neither Mr. D'Amelio nor any member of his immediate family has been since January 1, 2006 or is a party, directly or indirectly, to any transaction or currently proposed transaction required to be reported pursuant to Item 404(a) of Regulation S-K. Mr. D'Amelio offer of employment provides for the following compensatory arrangements:
In addition, in order to replace certain compensation and benefits forfeited by Mr. D'Amelio due to his termination from Alcatel-Lucent, the Company will provide Mr. D'Amelio with the following:
Additional information about the Company's annual incentive plan, executive long-term incentive compensation awards, retirement plans and other executive compensation, benefit and perquisite arrangements is available in the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission on March 15, 2007 (the "Proxy Statement"). Severance Agreement: On August 22, 2007, the Company entered into a severance agreement with Mr. D'Amelio which will become effective as of the Effective Date. Under the terms of the severance agreement, if at any time prior to the second anniversary of the Effective Date, Mr. D'Amelio's employment is terminated by the Company without cause or by Mr. D'Amelio for good reason (as those terms are defined in the agreement), Mr. D'Amelio will be entitled to receive a lump sum payment equal to the sum of: (i) his earned but unpaid base salary through the date of termination, and (ii) a pro-rated portion of the greater of his target or earned annual incentive award for the year in which the termination occurs. In addition, he will be entitled to receive a lump sum amount equal to (i) two full years' base salary, plus (ii) two times the greater of his target or earned annual incentive award for the year of termination. For the two year period following such a termination (or, if earlier, until Mr. D'Amelio becomes eligible to receive group health coverage from another employer), Mr. D'Amelio will continue to receive group health benefits from the Company at the Company's expense (or shall be paid the cash equivalent thereof). The payments and benefits provided under the severance agreement will be reduced by any payments and benefits payable to Mr. D'Amelio as a result of termination of his employment following a change in control of the Company that occurs during the term of the severance agreement. Under the terms of the severance agreement, Mr. D'Amelio will be subject to certain confidentiality and non-disparagement provisions and, during his employment and for a period of 12 months thereafter, certain non-compete and non-solicitation provisions. A copy of the severance agreement between the Company and Mr. D'Amelio dated August 22, 2007 is attached hereto as Exhibit 10.2. Standard Form Change-in-Control and Indemnification Agreements: On the Effective Date, the Company will enter into its standard form change-in-control severance agreement, as amended, for named executive officers (the "Change-in-Control Severance Agreement") with Mr. D'Amelio. A description of the material terms of the Change-in-Control Severance Agreement is contained in the Proxy Statement. On the Effective Date, the Company also will enter into its standard form indemnification agreement for elected officers with Mr. D'Amelio. Under the terms of the indemnification agreement and subject to the conditions specified therein, Mr. D'Amelio will be entitled to the advancement of expenses by the Company and to indemnification by the Company against expenses, judgments, penalties, fines and amounts paid in settlement in the event that he is, or is threatened to be made, a party to any legal proceeding by reason of his status as an officer of the Company. On August 22, 2007, the Company made the following changes to the compensation arrangements of Ian C. Read, the Company's Senior Vice President and President, Worldwide Pharmaceutical Operations:
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Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits | ||
99 | Press release entitled "Pfizer Names Frank A. D'Amelio Chief Financial Officer" dated August 22, 2007 | |
10.1 | Letter to Frank A. D'Amelio dated August 22, 2007 regarding his replacement pension benefit | |
10.2 | Severance Agreement between the Company and Frank A. D'Amelio dated August 22, 2007 |
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.
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By: /s/ Margaret M. Foran
Margaret M. Foran |
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Title: Senior Vice President-Corporate
Governance, Associate General Counsel and Corporate Secretary |
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Dated: August 22, 2007 |
EXHIBIT INDEX
Exhibit No. |
Description |
99 | Press release entitled "Pfizer Names Frank A. D'Amelio Chief Financial Officer" dated August 22, 2007 |
10.1 | Letter to Frank A. D'Amelio dated August 22, 2007 regarding his replacement pension benefit |
10.2 | Severance Agreement between the Company and Frank A. D'Amelio dated August 22, 2007 |