Pfizer (NYSE: PFE) holders back pay and plan, reject independent chair

Rhea-AI Filing Summary

Pfizer Inc. reported results of its Annual Meeting of Shareholders held on April 23, 2026. All director nominees were elected with support generally above three billion votes each, and KPMG LLP was ratified as independent registered public accounting firm with 4,160,827,231 votes in favor.

Shareholders approved the Pfizer Inc. 2019 Stock Plan, as amended April 2026, with 3,227,692,578 votes for, and approved on an advisory basis the 2026 compensation of the Named Executive Officers with 3,099,249,442 votes for. A shareholder proposal to adopt an independent chair policy did not pass, receiving 1,015,206,372 votes for and 2,509,042,021 votes against.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

KPMG ratification votes for: 4,160,827,231 votes 2019 Stock Plan approval votes for: 3,227,692,578 votes Say-on-pay approval votes for: 3,099,249,442 votes +3 more

6 metrics

KPMG ratification votes for 4,160,827,231 votes Ratification of independent registered public accounting firm for 2026 fiscal year

2019 Stock Plan approval votes for 3,227,692,578 votes Approval of Pfizer Inc. 2019 Stock Plan, as amended April 2026

Say-on-pay approval votes for 3,099,249,442 votes Advisory approval of 2026 compensation of Named Executive Officers

Independent chair proposal votes for 1,015,206,372 votes Shareholder proposal to adopt an independent chair policy, which did not pass

Independent chair proposal votes against 2,509,042,021 votes Opposition to independent chair policy proposal

Highest director support example 3,468,177,423 votes for Votes for director nominee Cyrus Taraporevala

Key Terms

broker non-vote, independent registered public accounting firm, Pfizer Inc. 2019 Stock Plan, Named Executive Officers, +2 more

6 terms

broker non-vote financial

"Nominee | Votes For | Votes Against | Abstentions | Broker non-vote"

independent registered public accounting firm financial

"KPMG LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Pfizer Inc. 2019 Stock Plan financial

"The proposal to approve the Pfizer Inc. 2019 Stock Plan, as amended April 2026"

Named Executive Officers financial

"the 2026 compensation of the Company's Named Executive Officers was approved"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

advisory basis financial

"The proposal to approve, on an advisory basis, the 2026 compensation"

independent chair policy financial

"The shareholder proposal to Adopt Adopt An Independent Chair Policy was not approved"

Understanding 8-K Material Events →

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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): April 23, 2026

PFIZER INC.

(Exact name of registrant as specified in its charter)

Delaware			1-3619			13-5315170
(State or other			(Commission File			(I.R.S. Employer
jurisdiction of			Number)			Identification No.)
incorporation)

66 Hudson Boulevard East						10001-2192
New York,			New York			(Zip Code)

(Address of principal executive offices)

Registrant’s telephone number, including area code:

(212) 733-2323

(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 filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.05 par value

PFE

New York Stock Exchange

1.000% Notes due 2027

PFE/27

New York Stock Exchange

2.875% Notes due 2029

PFE/29

New York Stock Exchange

3.250% Notes due 2032

PFE/32

New York Stock Exchange

3.875% Notes due 2037

PFE/37A

New York Stock Exchange

4.250% Notes due 2045

PFE/45

New York Stock Exchange

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 provided pursuant to Section 13(a) of the Exchange Act.     ☐

Item 5.07 Submission of Matters to a Vote of Security Holders
(a) The Pfizer Inc. (the "Company") Annual Meeting of Shareholders was held on April 23, 2026.
(b) Shareholders voted on the matters set forth below.
1. The nominees for election to the Company’s Board of Directors set forth in Item 1 to the Company’s Proxy Statement filed with the U.S. Securities and Exchange Commission on March 12, 2026 were elected to hold office until the Company’s next Annual Meeting of Shareholders, based upon the following votes:
Nominee						Votes For			Votes Against			Abstentions			Broker non-vote
Ronald E. Blaylock						3,442,653,662			102,600,748			11,374,500			941,392,137
Albert Bourla						3,261,211,737			272,132,573			23,284,563			941,392,137
Mortimer J. Buckley						3,403,974,675			141,036,932			11,617,303			941,392,137
Susan Desmond-Hellmann						3,401,932,807			141,056,147			13,639,956			941,392,137
Joseph J. Echevarria						2,929,511,380			612,413,502			14,702,274			941,392,137
Scott Gottlieb						3,415,886,776			130,394,185			10,343,738			941,392,137
Dan R. Littman						3,383,769,589			161,740,872			11,118,449			941,392,137
Shantanu Narayen						3,313,318,763			231,613,932			11,695,915			941,392,137
Suzanne Nora Johnson						3,272,936,863			273,506,151			10,185,896			941,392,137
James Quincey						3,453,778,741			91,549,236			11,300,933			941,392,137
James C. Smith						3,284,035,682			261,217,699			11,375,529			941,392,137
Cyrus Taraporevala						3,468,177,423			76,665,721			11,785,766			941,392,137

2. The proposal to ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year was approved based upon the following votes:
Votes for approval			4,160,827,231
Votes against			321,979,096
Abstentions			15,214,720
Broker non-votes			n/a
3. The proposal to approve the Pfizer Inc. 2019 Stock Plan, as amended April 2026 was approved based upon the following votes:
Votes for approval			3,227,692,578
Votes against			305,428,376
Abstentions			23,507,956
Broker non-votes			941,392,137

4. The proposal to approve, on an advisory basis, the 2026 compensation of the Company's Named Executive Officers was approved based upon the following votes:
Votes for approval			3,099,249,442
Votes against			423,935,881
Abstentions			33,443,287
Broker non-votes			941,392,137
5. The shareholder proposal to Adopt Adopt An Independent Chair Policy was not approved based upon the following votes:
Votes for approval			1,015,206,372
Votes against			2,509,042,021
Abstentions			32,354,566
Broker non-votes			941,392,137

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			PFIZER INC.
Dated: April 27, 2026			By:			/s/ Margaret M. Madden
						Margaret M. Madden
						Senior Vice President and Corporate Secretary
						Chief Governance Counsel

FAQ

What did Pfizer (PFE) shareholders decide at the April 23, 2026 annual meeting?

Pfizer shareholders approved all company-sponsored items, including board elections, auditor ratification, the amended 2019 Stock Plan, and executive pay. A shareholder proposal for an independent board chair failed, receiving significantly fewer votes than those against it.

Were all Pfizer (PFE) director nominees elected at the 2026 annual meeting?

Yes. All Pfizer director nominees listed in the proxy statement were elected to serve until the next annual meeting. Each nominee received more votes “for” than “against,” with totals generally exceeding three billion votes in favor plus substantial broker non-votes.

Did Pfizer (PFE) shareholders ratify KPMG as auditor for 2026?

Yes. Shareholders ratified KPMG LLP as Pfizer’s independent registered public accounting firm for the 2026 fiscal year, with 4,160,827,231 votes for, 321,979,096 votes against, and 15,214,720 abstentions. Broker non-votes were not applicable for this proposal.

Was the Pfizer (PFE) 2019 Stock Plan amendment approved by shareholders?

Yes. The Pfizer Inc. 2019 Stock Plan, as amended April 2026, was approved with 3,227,692,578 votes for, 305,428,376 votes against, and 23,507,956 abstentions. There were 941,392,137 broker non-votes recorded on this equity compensation plan proposal.

How did Pfizer (PFE) shareholders vote on 2026 executive compensation (say-on-pay)?

Shareholders approved, on an advisory basis, the 2026 compensation of Pfizer’s Named Executive Officers. The vote totaled 3,099,249,442 in favor, 423,935,881 against, and 33,443,287 abstentions, with an additional 941,392,137 broker non-votes on this say-on-pay item.

Did Pfizer (PFE) shareholders adopt an independent chair policy?

No. The shareholder proposal to adopt an independent chair policy failed. It received 1,015,206,372 votes for, 2,509,042,021 votes against, and 32,354,566 abstentions, along with 941,392,137 broker non-votes, so the company is not required to change its chair structure.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 3.3 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 31.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 17.6 KB