Starboard Value Issues Letter to Pfizer’s Board of Directors

NEW YORK--(BUSINESS WIRE)--Starboard Value LP (together with its affiliates, “Starboard” or “we”), a significant shareholder of Pfizer Inc. (NYSE: PFE) (“Pfizer” or the “Company”), today issued the below letter to Company’s Board of Directors.

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October 10, 2024

Pfizer Inc.
66 Hudson Boulevard East
New York, New York
10001
Attn: Board of Directors
CC: Doug Lankler, General Counsel

Dear Members of the Board,

As you know, Starboard Value LP (together with its affiliates, “Starboard” or “we”) is a large investor in Pfizer Inc. (“Pfizer” or the “Company”). As a significant shareholder, we care deeply about the Company and are committed to working constructively with management and the Board of Directors (the “Board”) in order to create value for the benefit of all shareholders. As you are aware, we are scheduled to meet with Dr. Bourla, Mr. Narayen, and possibly other members of the Board on October 16, 2024, to present our views and discuss the best path forward for Pfizer.

As has been reported in recent press articles, Starboard approached the Company’s former Chief Executive Officer Ian Read and former Chief Financial Officer Frank D’Amelio during our diligence process. During these meetings both Mr. Read and Mr. D’Amelio expressed concerns about the trajectory of the business. As former Company executives and significant individual shareholders with a deep appreciation for Pfizer’s customers, employees, and shareholders, Mr. Read and Mr. D’Amelio shared our desire to see Pfizer pursue a better path forward. Therefore, they offered to be of assistance. Let us be abundantly clear, this is the extent of our engagement with Mr. Read and Mr. D’Amelio and is entirely consistent with the public reporting to date.

Unfortunately, recent events have been brought to our attention. Given the gravity of these events, and our optimistic belief that the Board may not have been consulted, we believe it important to share them in writing with the Board. Specifically, we understand that people within Pfizer and/or their representatives have contacted Mr. Read and Mr. D’Amelio and purportedly threatened to commence costly litigation against them, claw back prior compensation, and cancel unvested performance stock units, unless they publicly release a statement supporting the current Chief Executive Officer, Dr. Albert Bourla.

While we cannot be certain that the Board did not authorize this behavior, we sincerely hope that all, or at least some, members of the Board were wholly unaware of this coercive conduct, which in our view constitutes a clear breach of fiduciary duty. Therefore, we ask the Board, as representatives of all shareholders, to immediately establish a special committee of Board members with clean hands to investigate the extent of this behavior, determine who approved and executed such conduct, and promptly hold the responsible parties accountable. To be clear, we believe this behavior is highly inappropriate, flagrantly unethical, and a significant breach of fiduciary obligations.

While we are deeply troubled by this unfortunate series of events, we do hope to have a constructive engagement with the Company and look forward to meeting in-person this following Wednesday as scheduled.

Sincerely,

Jeffrey C. Smith
Managing Member
Starboard Value

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About Starboard Value LP

Starboard Value LP is an investment adviser with a focused and differentiated fundamental approach to investing in publicly traded companies. Starboard invests in deeply undervalued companies and actively engages with management teams and boards of directors to identify and execute on opportunities to unlock value for the benefit of all shareholders.