M & A Law Prof Blog

Editor: Brian JM Quinn
Boston College Law School

Friday, October 30, 2009

Pfizer gives shareholders "say-on-pay"

Pfizer is kind of forward-looking when it comes to these kinds of governance issues.  By that I mean - they get pushed, they resist, then they rethink their position.  Last time around they adopted a majority-voting policy very early on.  Now, it's say-on-pay.  Here's the release:

Pfizer Inc. announced that its Board of Directors has approved giving shareholders an advisory vote on executive compensation. The vote will first occur at Pfizer’s Annual Meeting of Shareholders in 2010 and will take place on a biennial basis thereafter.

“The Board’s action continues Pfizer’s long tradition of seeking and responding to shareholder input on compensation and other corporate governance topics,” said Matthew Lepore, Pfizer’s vice president and chief counsel for Corporate Governance. “The advisory vote is an additional means of obtaining feedback from our shareholders about executive compensation, which is set by the Compensation Committee of the Board and is designed to link pay with performance. This feedback will supplement our ongoing investor outreach activities on a broad range of corporate governance topics, which will not diminish with the adoption of this advisory vote.”

Timothy Smith, Senior Vice President Environment, Social and Governance Group for Walden Asset Management, and Stephen Viederman of The Christopher Reynolds Foundation said, “We commend Pfizer for taking this step. Once again, Pfizer has exhibited leadership in responding to investor concerns, a proactive approach to investor communications, and strong corporate governance.” The Christopher Reynolds Foundation sponsored a shareholder proposal regarding advisory votes on executive compensation at Pfizer’s 2009 Annual Meeting of Shareholders.



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