Summary
Pfizer Inc. (PFE) filed an 8-K on September 24, 2009, to report on significant board changes. These changes are directly tied to the pending acquisition of Wyeth, which was agreed upon in January 2009. The company announced the expansion of its Board of Directors from 14 to 16 members and the appointment of two new directors, Frances D. Fergusson and John P. Mascotte. These appointments are contingent upon the successful completion of the Wyeth merger. Both new directors were members of the Wyeth board at the time the merger agreement was signed and will serve until their successors are elected or other standard director departure events occur. They will be compensated and indemnified according to Pfizer's standard practices for non-employee directors, as detailed in their March 2009 proxy statement. This filing signals a key step in integrating Wyeth's leadership into Pfizer's governance structure post-acquisition.
Key Highlights
- 1Pfizer is expanding its Board of Directors from 14 to 16 members.
- 2Frances D. Fergusson and John P. Mascotte have been appointed to the Board.
- 3These appointments are conditional upon the successful completion of the Wyeth merger.
- 4The new directors were members of the Wyeth board at the time of the merger agreement.
- 5Fergusson and Mascotte will serve as non-employee directors.
- 6Compensation and indemnification will follow Pfizer's established non-employee director policies.