8-KMaterial Agreements

PFIZER INC 8-K Report, Material Agreement (Dec 12, 2005)

Filed December 12, 2005For Securities:PFE

Summary

Pfizer Inc. (PFE) filed an 8-K on December 12, 2005, to report on a material definitive agreement related to director compensation. The Board of Directors approved an annual retainer of $25,000 for the newly created role of Lead Independent Director, a position filled by Stanley O. Ikenberry effective October 1, 2005. This filing indicates a step towards enhanced corporate governance by formalizing the role and compensation for an independent director to lead board discussions and represent independent directors' views. Investors should note that this retainer is an addition to the existing compensation structure for non-employee directors, as detailed in Pfizer's 2005 Proxy Statement.

Key Highlights

  • 1Pfizer Inc. established the role of Lead Independent Director.
  • 2Stanley O. Ikenberry was elected as the Lead Independent Director.
  • 3The Lead Independent Director role became effective October 1, 2005.
  • 4An annual retainer of $25,000 was approved for the Lead Independent Director.
  • 5This retainer is in addition to other compensation for non-employee directors.
  • 6The filing concerns a material definitive agreement regarding director compensation.
  • 7The information is intended to update investors on corporate governance enhancements.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report a material definitive agreement concerning the compensation of Pfizer's Lead Independent Director. Specifically, it details the approval of an annual retainer for this role.

Stanley O. Ikenberry was elected as the Lead Independent Director, with the role becoming effective on October 1, 2005. The Board of Directors approved the creation of this role on September 22, 2005.

The Lead Independent Director will receive an annual retainer of $25,000. This amount is in addition to any other compensation provided to non-employee directors.

This filing specifically addresses the compensation for the Lead Independent Director. The document states that the $25,000 retainer is an addition to the 'other components of the Company’s compensation for non-employee directors,' suggesting it is an incremental compensation for the specific duties of the Lead Independent Director role.