PFIZER INC — Regulatory Filings 2016

Oct 27, 2016

8-K 1 n8k102716.htm PFIZER INC. FORM 8-K Pfizer Inc. 8-K

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): October 27, 2016 (October 26, 2016)

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) 733-2323 Not Applicable (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:

[ ] 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 |
| --- |
| Modification of Total Shareholder Return Units On
October 26, 2016, the Compensation Committee approved the modification of
current outstanding grants of total shareholder return units awards (TSRUs),
to permit a holder who is "retiree eligible" (at least age 55 with at least
10 years of service), to elect to exercise and convert his/her TSRUs when
vested, into profit units (PTUs). The value received upon the election and
conversion is calculated by taking the change in stock price (20 trading day
average ending on the exercise date (Election Price)) less the grant price
plus accumulated dividends from the grant date, times the number of TSRUs
exercised. This value is divided by the Election Price to determine
the number of PTUs. The PTUs will be entitled to earn Dividend Equivalent
Units (DEUs), and the PTUs and DEUs will be settled in Pfizer common stock
on the TSRUs original settlement date (i.e., the fifth or seventh anniversary of
grant), and will be subject to all of the terms and conditions of the
original grant including forfeiture provisions. |

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.
	By: /s/ Margaret M. Madden Margaret M. Madden
	Title: Vice President and Corporate Secretary
Dated: October 27, 2016	Chief Governance Counsel