PFIZER INC — Regulatory Filings 2007

Aug 22, 2007

8-K 1 pf8k822.htm PFIZER INC. 8-K DATED AUGUST 22, 2007 Pfizer Inc. 8K - August 22, 2007

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	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) 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 |
| --- |
| 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: - Sign-on payment: A one-time sign-on payment of
$1,000,000 payable in March 2008, if Mr. D'Amelio is employed by the
Company through the end of 2007. - Salary: An initial annual base salary of $1,026,000. - Bonus: A target bonus under the Company's annual
incentive plan equal to 80% of his base salary, with his 2007 bonus
being pro-rated for the period he is employed by the Company in 2007. - Long-term incentive compensation: An executive
long-term incentive compensation award with a target value of $3.5
million, also pro-rated for the period he is employed by the Company
in 2007. Half of the value of this award will be paid in the form
of stock options, 25% in the form of restricted stock units (RSUs)
and 25% in the form of performance shares. 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: - Replacement cash compensation: $2,700,000
in additional cash compensation payable no later than thirty calendar
days after the Effective Date. - Replacement equity compensation: (i) 233,600 RSUs
("Replacement RSUs"), one-third of which will vest on the
last day of the month of each of the first three anniversaries of
the Effective Date if Mr. D'Amelio is employed by the Company on each
such vesting day, and (ii) 292,000 stock options, which will vest
on the same schedule as the Replacement RSUs. If Mr. D'Amelio voluntarily
terminates his employment without good reason (as defined in the severance
agreement described below) after the last day of the month in which
the first anniversary of the Effective Date occurs and prior to the
second anniversary of the Effective Date, he will be required to pay
to the Company an amount equal to the fair market value, determined
on an after-tax basis, of the shares of Common Stock issued to him
with respect to the Replacement RSUs that vested prior to such termination. - Replacement pension benefit: An additional retirement
benefit reflecting six years of additional pension service credit
under the Company's Unfunded Supplemental Retirement Plan and Retirement
Annuity Plan will be provided in accordance with the terms and conditions
specified in the letter regarding Mr. D'Amelio's replacement pension
benefit dated August 22, 2007. A copy of the letter regarding Mr.
D'Amelio's replacement pension benefit is attached hereto as Exhibit
10.1. 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: - Salary: Increased Mr. Read's base salary from
$920,000 to $1,026,000. - Target bonus: Increased Mr. Read's target bonus
under the Company's annual incentive plan from 75% to 80% of base
salary. - Long-term incentive compensation: Increased the
target value of Mr. Read's long-term incentive compensation award
from $2 million to $3.5 million. |

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.

By: /s/ Margaret M. Foran Margaret M. Foran
Title: Senior Vice President-Corporate Governance, Associate General Counsel and Corporate Secretary
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