DESCRIPTION OF CAPITAL STOCK
General
The following description of
certain terms of our capital stock does not purport to be complete and is subject to, and qualified in its entirety by reference to, our restated certificate of incorporation (the Certificate of Incorporation), our by-laws, as amended (the By-Laws), and the applicable provisions of the Delaware General Corporation Law (the DGCL). For more information on how you
can obtain the Certificate of Incorporation and the By-Laws, see Where You Can Find More Information.
Common Stock
Under the Certificate of
Incorporation, we are authorized to issue up to 12 billion shares of common stock, par value $0.05 per share. The common stock is not redeemable, does not have any conversion rights and is not subject to call. Holders of shares of common stock
have no preemptive rights to maintain their percentage of ownership in future offerings or sales of our stock. Holders of shares of common stock have one vote per share in all elections of Directors and on all other matters submitted to vote of our
stockholders. The holders of common stock are entitled to receive dividends, if any, as and when may be declared from time to time by our Board of Directors out of funds legally available therefor. Upon liquidation, dissolution or winding up of our
affairs, the holders of common stock will be entitled to participate equally and ratably, in proportion to the number of shares held, in our net assets available for distribution to holders of common stock. The shares of common stock currently
outstanding are fully paid and nonassessable. As of February 23, 2021, there were 5,577,629,491 shares of common stock issued and outstanding.
The prospectus supplement relating to any common stock being offered will include specific terms relating to the offering.
Preferred Stock
Under the Certificate of
Incorporation, we are authorized to issue up to 27 million shares of preferred stock, without par value. The preferred stock may be issued in one or more series, and the Board of Directors of Pfizer is expressly authorized (i) to fix the
descriptions, powers, preferences, rights, qualifications, limitations, and restrictions with respect to any series of preferred stock and (ii) to specify the number of shares of any series of preferred stock. As of February 23, 2021,
there were no shares of preferred stock issued and outstanding.
The prospectus supplement relating to any preferred stock being
offered will include specific terms relating to the offering.
Anti-takeover Effects of the Certificate of Incorporation, By-laws and Delaware Law
Certificate of Incorporation and
By-laws. Various provisions contained in the Certificate of Incorporation and the By-laws could delay or discourage some transactions involving an actual or
potential change in control of us or a change in our management and may limit the ability of our stockholders to remove current management or approve transactions that our stockholders may deem to be in their best interests. Among other things,
these provisions:
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limit the right of stockholders to call special meetings of stockholders to holders of at least 10% of the total
number of shares of stock entitled to vote on the matter to be brought before the proposed special meeting;
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authorize our Board of Directors to establish one or more series of preferred stock without stockholder approval;
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