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PFE > SEC Filings for PFE > Form 8-K on 19-Dec-2013All Recent SEC Filings

Show all filings for PFIZER INC

Form 8-K for PFIZER INC


Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
On December 16, 2013, the Board of Directors of Pfizer Inc. (the "Company") approved certain amendments to the Company's By-laws, as follows:
Article I, Section 8 ("List of Stockholders Entitled to Vote") was amended to provide that the list of stockholders entitled to vote at a meeting of stockholders be kept (i) at the Company's headquarters or (ii) on a reasonably accessible electronic network, consistent with requirements of the Delaware General Corporation Law.
Article I, Section 13 ("Notice of Stockholder Proposal") was amended to clarify that, to be in proper written form, a proponent's notice must include the text of any resolutions proposed for consideration and, if such business includes a proposal to amend the By-laws, the text of the proposed amendment.
Article III, Section 1 ("Election; Term of Office; Appointments") was amended to delegate authority to the Corporate Secretary or any elected corporate officer acting with the Corporate Secretary to appoint Assistant Officers.
Article V, Section 2 ("Prepayment of Expenses") was amended to delegate authority to the General Counsel to approve advancement of litigation expenses for non-officer colleagues, as well as former directors and officers.
In addition to the changes described above, the amended By-laws include revisions (1) to enhance clarity, including by removing repetitive or inconsistent passages and (2) which constitute technical corrections and non-substantive changes. The preceding is qualified in its entirety by reference to the Company's amended By-laws, which are attached hereto as Exhibit 3.1 and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description
Exhibit 3.1 Pfizer Inc. By-laws, as amended on December 16, 2013.

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