PFIZER INC. | Nomination neutrality at PFIZER INC.

Status
Omitted
AGM date
Previous AGM date
Resolution details
Company ticker
PFE
Lead filer
Oregon State Treasury
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Health Care
Company HQ country
United States
Resolved clause
RESOLVED: Shareholders of Pfizer Inc. request the company adopt and publicly disclose a policy affirming that for the
purposes of SEC Rule 14a-19 (Universal Proxy), the Board's role in terms of including a shareholder
nominee in the proxy statement is to assess a shareholder nominees' eligibility, not suitability, to serve on
the Board. Furthermore, the determination of eligibility shall be done on substantially the same
procedure, information, and basis for all nominees, regardless of source.
Supporting statement
SUPPORTING STATEMENT: In 2022, the SEC implemented Rule 14a-19, or "Universal Proxy," obliging companies to include
shareholder-nominated directors in management proxies if certain condi�ons are met. This regula�on
provides shareholders more flexibility in board nomina�ons without the burden of costly proxy contests
and allows for shareholders to vote for the best candidates, not merely the best from compe�ng slates.
The management and the Board's role in this process should be to verify a nominee’s eligibility, while the
ques�on of suitability should be decided by shareholders through vo�ng. We understand eligibility as: if
a nominee were to solicit proxies and successfully secure a board seat, the board is unaware of any
informa�on that would disqualify them from serving.
We recognize that access to the corporate proxy requires nominees to provide certain adequate lead
�me and disclosures referred to as "Advance No�ce Provisions" for the company to produce the Proxy
Statement. However, we do not want Advance No�ce Provision to be exploited to entrench the board or
management by ins�tu�ng long lead �mes, onerous disclosure requirements, or using the provided
informa�on to incorporate their judgment of a nominee’s suitability.
Nomina�on Neutrality reinforces the principles of a fairness elec�on that shareholder nominees are not
subjected to stricter standards than management nominees. It also establishes that if Advance No�ce
Provisions mandate lengthy advance no�ce periods, the Board should determine and collect informa�on
from its nominees by the same deadlines. Moreover, extensive disclosures required under advance
no�ce provisions from shareholder nominees will be included in the proxy and the same disclosures will
apply to management nominees. Lastly, if the Board accepts informa�on from management nominees
without addi�onal documenta�on, shareholder nominees will be held to iden�cal standards.
We believe Nomina�on Neutrality as a principle-based approach that maintains the company’s ability to
set appropriate Advance No�ce Provisions a fair process that allows shareholders full access to the
promise of Rule 14a-19. We encourage all shareholders to vote FOR this proposal

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