Pfizer Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of twelve directors to serve until the next annual meeting.

2. 2

   Ratification of Selection of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify KPMG LLP as Pfizer’s independent registered public accounting firm for 2026.

3. 3

   Approval of the Pfizer Inc. 2019 Stock Plan, as amended April 2026

   ManagementBoard: FOR

   Approve amendment to increase share reserve under the 2019 Stock Plan by 320,000,000 shares and extend its term.

   More detail

   Management requests shareholder approval to amend the existing Amended and Restated Pfizer Inc. 2019 Stock Plan to add 320 million shares to the plan reserve and extend the plan term by ten years. The amendment responds to the company’s need to continue granting equity awards to attract, retain and motivate employees and non-employee directors given historical share usage, expected future grants, and strategic transactions. The proposal also updates vesting and retirement definitions, preserves anti-repricing protections, maintains a three-for-one counting ratio for full-value awards, and retains limits on non-employee director annual compensation. The Board and Compensation Committee recommend for approval, citing that the added reserve will support planned grants for the next two to three years and is consistent with governance best practices such as minimum vesting, dividend withholding on unvested awards, forfeiture provisions and recoupment policies. The implication for shareholders includes dilution — management estimates the additional shares would increase overhang by about 4.44 percentage points — but management argues this is offset by alignment of employee interests with shareholders and retention of key talent. If not approved, Pfizer may shift toward cash‑settled LTIs with potentially less favorable accounting treatment. Shareholder approval is required under NYSE rules and U.S. tax law for certain award types.

4. 4

   Advisory Approval of Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation of the company's named executive officers as disclosed in the proxy statement.

   More detail

   Pfizer is asking shareholders to approve, on an advisory basis, the compensation of its Named Executive Officers as disclosed in the proxy materials. The Board is requesting consideration of the company’s pay‑for‑performance philosophy and key program design changes after lower support in 2025 (54.7%), including post‑vote investor outreach and adjustments such as increasing PSA weighting and clarifying disclosures. The Compensation Committee retained an independent advisor, reviewed peer benchmarks, and made changes to short‑term and long‑term metrics and mix to address investor feedback. The advisory vote is non‑binding, but the Committee and Board will consider the result when making future compensation decisions.

5. 5

   Adopt an Independent Chair Policy

   Shareholder — John CheveddenBoard: AGAINST

   Shareholder proposal requesting the Board adopt a policy separating the roles of Chairman and CEO, requiring an independent chair.

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When is the Pfizer Inc 2026 annual meeting?

Pfizer Inc (PFE) holds its 2026 annual shareholder meeting on Thursday, April 23, 2026.

What is the record date for the Pfizer Inc 2026 meeting?

The record date for the Pfizer Inc 2026 meeting is Wednesday, February 25, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Pfizer Inc's 2026 meeting?

The board is presenting 12 director nominees at the Pfizer Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Pfizer Inc 2026 meeting?

Shareholders will vote on 5 proposals at the Pfizer Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.