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Pfizer AGM: Shareholders Reject Independent Chair Proposal as Bourla Touts 2025 Gains and Pipeline

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Key Points

  • Independent chair proposal defeated: Shareholders voted 71.5% against the proposal to separate the CEO and chair roles, while the board's director slate and other management proposals won strong support (director nominees ≥82.7%, auditor ratified 92.8%, amended stock plan 91.3%, say-on-pay 88%).
  • Management highlighted 2025 performance and capital priorities: CEO Albert Bourla said Pfizer exceeded revenue and adjusted EPS expectations in 2025, returned $9.8 billion via dividends, and prioritizes the dividend, business investment, then acquisitions while targeting most of $7.2 billion in productivity savings by end-2026.
  • Pipeline and strategy focused on oncology, obesity and AI: Pfizer reported 2025 R&D activity (four approvals, eight readouts, 11 pivotal starts), emphasized Seagen and Metsera transactions, plans ~10 phase III obesity trials aiming for a potential first approval in 2028, and is scaling AI across R&D, commercial and manufacturing.
  • Five stocks we like better than Pfizer.

Pfizer NYSE: PFE used its 2026 annual meeting of shareholders to highlight recent operational performance, outline strategic priorities for growth, and report voting outcomes that included the defeat of a shareholder proposal seeking an independent board chair.

Management points to 2025 performance and pipeline activity

Chief Executive Officer and Chairman Albert Bourla told shareholders the company “delivered on our financial commitments” in 2025 and “executed with discipline across our enterprise.” Bourla said Pfizer exceeded expectations for revenues and adjusted diluted earnings per share in 2025, while returning $9.8 billion to shareholders through its quarterly dividend. He noted that the company delivered on EPS even as COVID-19 activity was “among the lowest on record for a full respiratory season.”

On research and development, Bourla said Pfizer advanced its pipeline in 2025 with “four key approvals, eight critical readouts, and 11 pivotal study starts.” He also cited a “voluntary agreement with the U.S. government,” describing it as a strategic milestone that supports efforts to lower prescription drug costs and align prices with those in other developed countries.

Strategic priorities: oncology, obesity, post-2028 growth, and AI

Bourla emphasized transactions completed in the prior year, including deals involving Metsera, YaoPharma, and 3SBio, and reiterated a strategy focused on areas of significant patient need. He described oncology as Pfizer’s “largest and most advanced area of research,” and said the company has transformed its oncology organization since acquiring Seagen “a few years ago.”

Discussing upcoming R&D milestones, Bourla said 2026 is “shaping up to be a catalyst-rich year,” pointing to plans to advance antibody-drug conjugates and a bispecific antibody licensed from 3SBio. He said Pfizer has “seven near-term planned or recently started trials” for the investigational bispecific antibody, which he said has the potential to become a “backbone therapy across multiple tumor types.”

In obesity, Bourla said the Metsera acquisition positioned the company to pursue next-generation treatments. He also addressed tolerability and convenience challenges with existing GLP-1 therapies, saying Pfizer is pursuing differentiated investigational options. Later in the meeting, Bourla said Pfizer has “recently initiated or plan to initiate 10 phase III studies in obesity,” and described its most advanced investigational obesity medicine as being developed for weekly and monthly dosing, with the company targeting a “first approval in year 2028,” if successfully developed and approved.

Bourla also highlighted artificial intelligence as a key lever for transformation, saying Pfizer is scaling AI across R&D, commercial operations, manufacturing, and the supply chain. He said scientists are using AI to identify promising molecules, commercial teams to connect with healthcare providers “at the right moment with the right information,” and manufacturing teams to improve yields and operational flexibility.

Shareholder votes: directors elected; independent chair proposal rejected

Corporate Secretary Margaret Madden reported that shares representing 78.8% of votes entitled to be cast were represented, constituting a quorum. The preliminary results showed strong support for management proposals and the board’s director slate, while the shareholder proposal calling for an independent chair policy failed.

  • Director elections: Each of the 12 nominees received at least 82.7% of votes cast.
  • Auditor ratification: 92.8% voted for ratifying KPMG LLP as independent auditor for 2026; 7.2% voted against.
  • Amended stock plan: 91.3% voted for the Pfizer Inc. 2019 Stock Plan as amended April 2026; 8.7% voted against.
  • Say-on-pay advisory vote: 88% voted for; 12% voted against.
  • Independent chair proposal: 28.5% voted for; 71.5% voted against.

The independent chair proposal, presented by Cam Franklin on behalf of shareholder John Tschannen, asked the board to adopt a policy separating the roles of chair and CEO and requiring the chair to be an independent director. Franklin argued that an independent chair would improve governance and cited Pfizer’s stock price decline from $58 in 2022 to $27 at the time of the meeting. Management stated the board opposed the proposal “for the reasons set forth in the proxy statement.”

Q&A: patent losses, stock performance, animal research, AI, obesity, and the dividend

In response to a question about upcoming patent expirations and revenue replacement, Bourla said Pfizer is planning ahead by building a portfolio through acquisitions, licensing, and internal R&D, highlighting Seagen, Metsera, and Biohaven as key transactions. He said integration of Seagen’s products and advancement of acquired R&D programs support a goal of having “at least eight blockbuster oncology medicines by year 2030.” He also said that in 2025, “recently launched and acquired products grew by approximately 14% operationally,” delivering $10.2 billion in full-year revenue.

On productivity, Bourla said Pfizer is on track to deliver the majority of $7.2 billion in anticipated net cost savings from productivity programs by the end of 2026.

Addressing shareholder concerns about stock underperformance, Bourla said the frustration is shared by management but argued progress is being recognized. He said Pfizer shares gained 13% through the end of the first quarter, “outpacing significantly both the S&P 500 and the DRG,” which he described as a key pharmaceutical peer index.

Responding to a question submitted by Dr. Lisa Jones-Engel, representing People for the Ethical Treatment of Animals, about the health status of animals used in commissioned studies, Bourla said Pfizer holds itself and partners to high standards of scientific integrity. He said animals are assessed “for health and suitability” under established practices overseen by veterinary professionals and that the company is confident its standards of care help minimize variables that could compromise results. Bourla added that he trained as a veterinarian and “care[s] deeply about animals.”

In a final live question about the dividend, Bourla said Pfizer is “fully committed to maintaining our dividend and growing it over time.” He outlined capital allocation priorities as the dividend first, investing in the business second, and pursuing acquisitions and licensing deals third. He cited 2025 uses of capital including $9.8 billion returned via dividends, $10.4 billion invested in internal R&D, and about $8.8 billion in business development transactions, primarily reflecting the Metsera acquisition and the 3SBio licensing deal. He also said Pfizer would consider share repurchases “after deleveraging our balance sheet.”

Madden noted final voting results would be filed in a Form 8-K within four business days of the meeting, and Pfizer said it would post answers to unanswered pertinent questions on its website.

About Pfizer NYSE: PFE

Pfizer Inc NYSE: PFE is a multinational biopharmaceutical company headquartered in New York City. Founded in 1849 by Charles Pfizer and Charles Erhart, the company researches, develops, manufactures and commercializes a broad range of medicines and vaccines for human health. Its activities span discovery research, clinical development, regulatory affairs, manufacturing and global commercial distribution across multiple therapeutic areas.

Pfizer's portfolio and pipeline cover oncology, immunology, cardiology, endocrinology, rare diseases, hospital acute care and anti-infectives, along with a substantial vaccine business.

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