Form PX14A6G PFIZER INC Filed by: Tara Health Foundation – StreetInsider.com

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United States Securities and Exchange Commission


Washington, D.C. 20549

NOTICE OF EXEMPT SOLICITATION


Pursuant to Rule 14a-103

Name of the Registrant: Pfizer Inc.

Name of persons relying on exemption: Tara Health Foundation

Address of persons relying on exemption: 47 Kearny Street, San
Francisco, CA 94108

Written materials are submitted pursuant to Rule 14a-6(g) (1)
promulgated under the Securities Exchange Act of 1934. Submission is not required of this filer under the terms of the Rule, but
is made voluntarily in the interest of public disclosure and consideration of these important issues.

 

PROXY MEMORANDUM

TO:   Pfizer Inc. Shareholders
RE:   Item No. 5 (“Shareholder Proposal Regarding Political Spending Report”)
DATE:   March 23, 2021
     
CONTACT:   Shelley Alpern, Rhia Ventures at shelleyrhiaventures.org

This is not a solicitation of authority to vote your proxy.
Please DO NOT send us your proxy card; Tara Health Foundation is not able to vote your proxies, nor does this communication contemplate
such an event. Tara Health Foundation urges shareholders to vote for Item No. 6 following the instructions provided on management’s
proxy mailing.

Tara Health Foundation urges shareholders to vote YES
on of our proposal on the Pfizer Inc. 2021 proxy ballot (Item No. 5). The resolved clause states:

Resolved: Pfizer publish an annual report analyzing
the congruency of political and electioneering expenditures during the preceding year against publicly stated company values and
policies.

About the Proponent

Tara Health Foundation aims to improve the health and well-being
of women and girls through the creative use of philanthropic capital. Our main areas of focus are reproductive and maternal health
in the United States, equitable workplaces, and gender lens impact investing.

We are long-term shareholders in Pfizer. We have filed our shareholder
proposal because it is apparent that the many recipients of the company’s political contributions are working actively to
undermine access to its products, support policies that run contrary to some of Pfizer’s corporate responsibility initiatives,
and in some cases, do both.

Pfizer Political Contributions and the Incongruency Problem

Shortly after the January 6 insurrection at the Capitol, news
outlets reported that Pfizer was suspending its contributions to the 147 members of Congress who voted against election certification
for a six month period. This is a step in the right direction.

The annual review we propose would institutionalize greater
transparency and accountability in Pfizer’s political spending process. The proposal cites three examples that support the
case for the annual report requested in the Resolved clause.

1. Access to healthcare. Pfizer has stated that “Expanded access to health insurance coverage will help ensure that
patients with under-diagnosed and undertreated conditions are able to address them; and that those who will benefit from Pfizer
medicines are better able to have access to them.” Yet the report Conflicted Consequences (See https://bit.ly/3f4DPa0,
Center for Political Accountability, 2020) revealed that in 2018, Pfizer was a top contributor to a 527 organization that has been
leading efforts to strike down the Affordable Care Act, which has made prescription drugs more accessible for millions of Americans.
(These organizations, incorporated under Section 527 of the IRS Code, are devoted to election-related activity.)
2. Access to Pfizer products. Pfizer manufactures several contraceptive products and a drug commonly prescribed for use
as an abortifacient. However:
· Based on publicly available data, we estimate that in the last three election cycles, Pfizer and its employee PACs have made
political donations totaling at least $10.8 million to politicians and political organizations working to weaken women’s
access to reproductive health care.
· The following Congressional champions of federal anti-abortion legislation received contributions from Pfizer in 2020,
ranging from $1,000 to $5,000: Rep. Mike Kelly (PA), Rep. Roger Marshall (KS), Rep. Jackie Walorski (IN), Rep. Rob Latta (OH),
Rep. Ann Wagner (MO), Sen. Kelly Loeffler (GA), Sen. Lindsay Graham (SC), Sen. Inhofe (OK), Sen. Joni Ernst (IA), Sen. Mike Rounds
(SD), Sen. Ben Sasse (NE), and Sen. John Kennedy (LA).
· Conflicted Consequences notes that Pfizer was a top contributor to a 527 organization that funds state legislators’
efforts to implement extreme anti-abortion measures.
· The 2019 report Funding the Bans: A Look at the Major Corporations Financing the Lawmakers Behind State Abortion Bans
estimated that Pfizer donated more than $50,000 to politicians in six states responsible for that year’s wave of abortion
bans (see https://bit.ly/3c6e9Ii, Equity Forward, 2019).
· In a recent study of the political contributions of the Fortune 250, Pfizer was found to be the 7th largest contributor
in 2020 to politicians and political committees (527 organizations, PACs and Super PACs, state parties) seeking to narrow access
to reproductive healthcare. The total funds transferred was nearly $2.2 million. (See Political Spending & Reproductive
Health
Rights, Sustainable Investments Institute, 2020 at https://bit.ly/2PeEnzh).

This pattern spending has drawn scrutiny from multiple
news sources, including STAT, Bloomberg News, Huffington Post, The Minnesota Daily and Forbes. Links to those articles
are provided at the end of this document.

3. Contributing to candidates and organizations blocking progress on climate change. Our proposal states:

Pfizer has committed to achieving science-based greenhouse
gas reduction targets, yet is a member of the U.S. Chamber of Commerce, which has consistently lobbied to roll back specific US
climate regulations and promote regulatory frameworks that would slow the transition towards a low GHG emissions energy mix. This
raises questions about whether Pfizer is also supporting electioneering efforts that conflict with its environmental commitments.

There is further evidence for this electioneering concern. An
analysis conducted by Bloomberg found that one-third of Pfizer’s political spending in the 2020 election cycle supported
candidates characterized as “ardent obstructionist[s] of proactive climate policy” (see https://bloom.bg/3c7MwOU).

*           *            *            *

In addition to the conflicts cited above, there are more patterns
of spending by Pfizer that underscore the utility of the requested report as a tool for risk reduction and accountability:

· In the 2016 through 2020 election cycles, Pfizer’s political action committees contributed roughly $400,000 to the
members of Congress who challenged the 2020 electoral college vote
(see Bankrolling the Disenfranchisers, Public Citizen,
January 13, 2021 at https://bit.ly/3ra8Qfk.) According to public records compiled by the Sustainable Investments Institute, in
the 2020 election cycle, Pfizer gave $96,000 directly to 24 of these politicians (see Appendix).
· The 2021 American Rescue Plan, which contained $20 billion to create a national Covid-19 vaccination program, passed in the
House of Representatives in February without a single vote from the Republican lawmakers supported by Pfizer. Efforts to slow
the distribution of vaccines
are not in Pfizer’s best interest.
· In 2019, Popular.Info wrote about Pfizer’s nearly $1 million in contributions to 52 anti-LGBTQ politicians in
the previous two years (see “These 9 Pride-celebrating companies donated millions to anti-gay Congress members,” LGBTQNation.com,
June 23, 2019 at https://bit.ly/3c8vfoQ). These donations conflict with Pfizer’s aspirations to provide a supportive environment
for its LGBTQ employees (see the Pfizer web page, “Celebrating the LGBT Community With Pride” https://bit.ly/3f3psTn).

The Supreme Court has interpreted the constitution as permitting
political spending by corporations, but it has also emphasized the rights of investors to use shareholder democracy to ensure accountability
for this spending. In our highly polarized and increasingly explosive political environment, shareholders must insist upon a
more responsible and coherent political spending strategy
. The Proponent believes Pfizer’s reputation is at risk, regardless
of disclaimers asserting that contributions do not imply an endorsement of all of the recipients’ views.

Why a YES Vote is Warranted

The examples above vividly illustrate why we believe Pfizer
is doing a disservice to its shareholders and broader stakeholders by failing to align its political expenditures with its policies
and values.

Pfizer’s statement of opposition to our proposal mostly
references the company’s current governance and transparency mechanisms while evading the concerns raised in the proposal.
The main arguments advanced are that (1) current disclosures explain the company’s public policy priorities, and (2) contributions
do “not imply an endorsement of a candidate’s position on any social or religious issue,” thereby providing “the
appropriate level of transparency for interested parties to assess our rationale and motivation for making PAC and political expenditures.”

Simply asserting that the company does not endorse all of any
candidate’s views is not equivalent to a statement by management explaining glaring incongruities in donations, some of which
might threaten to overwhelm the benefits to the company associated with company donations. Such a disclaimer does not

negate or respond to investor concern about the existence and
impact of incongruent contributions, nor the need for an annual assessment.

Nor has Pfizer published the analysis requested in the
proposal, an “annual report analyzing the congruency of political and electioneering expenditures during the preceding
year against publicly stated company values and policies, with a further recommendation that such report also contain
management’s analysis of risks to our company’s brand, reputation, or shareholder value of expenditures in conflict with
publicly stated company values.” Under the framework of the Proposal, it does not rest with investors to determine
which donations were incongruent; rather the company should explain the incongruency of specific donations, and what
overriding considerations cause it to provide and even perpetuate donations despite incongruent voting records of any
donation recipients.

It is worth noting that Pfizer’s overall political spending
transparency and accountability mechanisms lag behind those of its industry peers, according to the 2020 CPA-Zicklin Index of Corporate
Political Disclosure and Accountability (see https://politicalaccountability.net/index). (Deficiencies noted in that report concern
failure to disclose trade association payments that may be used for political purposes; failure to disclose payments to tax-exempt
organizations like 501c4s that may be used for political purposes; failure to disclose a list of the amounts and recipients of
payments made by trade associations or other tax-exempt organizations of which it is a member; absence of a board committee that approves
political expenditures from corporate funds; and failure to publish a detailed report on a semiannual basis.)

In a recent speech, Acting SEC Allison Herren Lee Chair reaffirmed
the salience of political spending disclosure to investment decision-making:

[P]olitical spending disclosure
is inextricably linked to ESG issues. Consider for instance research showing that many companies that have made carbon neutral
pledges, or otherwise state they support climate-friendly initiatives, have donated substantial sums to candidates with climate
voting records inconsistent with such assertions. Consider also companies that made noteworthy pledges to alter their political
spending practices in response to racial justice protests, and whether, without political spending disclosure requirements, investors
can adequately test these claims, or would have held corporate managers accountable for those risks before they materialized. Political
spending disclosure is key to any discussion of sustainability.

(See “A Climate for Change: Meeting
Investor Demand for Climate and ESG Information at the SEC,” March 15, 2021 at https://bit.ly/3vXEH6D.)

Pfizer’s opposition statement in the proxy evades the
central issue raised by our proposal
: the risk of potential damage to company reputation, shareholder value, and broader stakeholder
interests that steadily accrues when corporate and PAC dollars subsidize recipients whose activities undermine our product lines
and Pfizer’s “lived” values of environmental sustainability, diversity and inclusion, access to healthcare, and
other areas.

In an environment in which corporate political activity is closely
scrutinized by multiple stakeholders, we believe that Pfizer would be wise to incorporate these “lived” or implicit
values into its criteria for determining which recipients are eligible for political contributions. Pfizer is correct to consider
recipients’ capacity to further the company’s purpose “to discover, develop and deliver breakthroughs that change
patients’ lives”– but it is wrong to neglect those recipients’ responsibility for accelerating harmful
breakthroughs (in anyone’s lives), such as those discussed above. Is it still enough to assert that contributions “do
not imply an endorsement of a candidate’s position on any social or religious issue,” given the grievous damage to
our democracy inflicted by the two dozen members of Congress supported by Pfizer who voted against certifying the presidential
election results in service to the Big Lie that the election was stolen?

Inconsistency can pose risk to corporate reputation, brand and
market share by leaving companies vulnerable to charges of hypocrisy or indifference to the environment or the social welfare of
their employees or the communities in which they operate. A recent survey of 2,200 global executives worldwide noted the following:

Corporate reputation is an invaluable asset with appreciable
impact on a company’s bottom line. On average, global executives attribute 63% of their company’s market value to their
company’s overall reputation.

(See The State of Corporate Reputation in 2020: Everything
Matters Now
, Weber Shandwick and KRC Research, 2020 at https://bit.ly/3rabGRw.)

Pharmaceutical companies especially need to pay close attention
to reputation; prior to rising in public esteem during the pandemic, in 2019, the industry finished dead last in an annual Gallup
poll asking Americans for their views on 25 industries (see “Pharma’s reputation has soared during COVID-19 pandemic, poll
finds,” FiercePharma.com, April 21, 2020 at https://bit.ly/318EsHm and “Pharma sinks to new low⁠—and
takes last place⁠—in consumer sentiment poll,” FiercePharma.com, September 4, 2019 https://bit.ly/3tIAYYv).

Corporate political involvement does not enjoy widespread public
support and may detract from corporate reputation. According to polling conducted by Morning Consult in October of last year, 59%
said companies should work to ensure fair elections, but only 30% felt they should play a role in getting politicians elected (see
“What Consumers Want Companies to Say and Do in a Year Like No Other,” Morning Consult, October 2020 at https://bit.ly/2PhK2V8).

As Pfizer’s leadership has halted contributions to some
politicians for six months, and takes this time to reevaluate, everything should be on the table, including the possibility of
discontinuing all political contributions.

*           *            *            *

For these reasons, we believe that the requested review and
disclosure called for in our proposal will motivate Pfizer to make political expenditures that do not erode shareholder value by
diminishing the company’s reputation, brand, values, and corporate responsibility initiatives. We urge you to cast a YES
vote on Item No. 5.

Appendix: Pfizer’s 2020 contributions to members of
Congress who voted against certification of the presidential election results

Rep. Bob Gibbs (OH)   $ 1,000  
Rep. David Rouzer (NC)   $ 1,000  
Rep. Earl Carter (R-GA)   $ 3,000  
Rep. John Joyce (PA)   $ 1,000  
Sen. John Kennedy (LA)   $ 1,000  
Rep. John Rose (TN)   $ 1,000  
Rep. Mario Diaz-Balart (FL)   $ 1,000  
Rep. Devin Nunes (CA)   $ 6,000  
Rep. Jackie Swihart Walorski (IN)   $ 5,500  
Rep. Jason Smith (MO)   $ 9,500  
Rep. Sam Graves (MO)   $ 2,000  
Rep. Tom Cole (OK)   $ 2,000  
Rep. Bill Johnson (OH)   $ 2,500  
Sen. Cynthia Lummis (WY)   $ 2,500  
Rep. Jodey Arrington (TX)   $ 2,500  
Rep. Mike Kelly (PA)   $ 6,000  
Rep. Lee Zeldin (NY)   $ 3,500  
Rep. Billy Long (MO)   $ 7,500  
Rep. Adrian Smith (NE)   $ 5,000  
Rep. Michael Burgess (TX)   $ 5,000  
Rep. Morgan Griffith (VA)   $ 7,500  
Rep. Richard Hudson (NC)   $ 7,500  
Rep. Steve Scalise (LA)   $ 5,000  
Rep. Kevin McCarthy (CA)   $ 7,500  
         
TOTAL   $ 96,000  

Sources

Reports

Funding the Bans, Equity Forward, 2019 at https://bit.ly/3c6e9Ii

Conflicted Consequences, Center for Political Accountability,
2020 at https://bit.ly/3f4DPa0

Bankrolling the Disenfranchisers,
Public Citizen, 2021 at
https://bit.ly/3ra8Qfk

Political Spending & Reproductive Health Rights,
Sustainable Investments Institute, September 28, 2020 at https://bit.ly/2PeEnzh

News sources

“Pharma contributed to attorneys general who want to repeal
the Affordable Care Act,” STAT, October 20, 2020, at https://bit.ly/3cYD67O.

“These six corporations are financing the war on women
in six states,” blog post, Popular.Info, May 20, 2019, at https://bit.ly/3se8xRP.

“Merck, Pfizer Back Lawmakers Who Oppose Company Products,”
Bloomberg News, May 30, 2012, at https://bloom.bg/3tQovSN.

“U.S. Businesses Say One Thing on Climate Change, But
Their Campaign Giving Says Another,” Bloomberg Green, October 23, 2020, at https://bloom.bg/393c6CI.

“Contraceptive Makers Helped Elect Republican Congress
Ready To Defund Planned Parenthood,” Huffington Post, March 2, 2017, at https://bit.ly/3vRWpID.

“Pharma contributions to politicians who support restricting
abortions could reverberate,” STAT, July 24, 2019, at https://bit.ly/2Qvzt1y.

“Dear AT&T, Boeing, Pfizer, Comcast Walmart, Etc:
Stop Funding Abortion Attackers,” Forbes.com, August 21, 2019, at https://bit.ly/2OZH9sv.

“These 9 Pride-celebrating companies donated millions
to anti-gay Congress members,” LGBTQNation.com, June 23, 2019.

“These are the Millionaire CEOs Whose Corporations Fund
Politicians Banning Abortions,” LittleSis.org, May 29, 2019, at https://bit.ly/3c8vfoQ.

“Corporations are Funding Politicians Who Support Abortion
Bans,” MinnesotaDaily.com, June 12, 2019, at https://bit.ly/318YT72.

Speeches

“A Climate for Change: Meeting Investor Demand for Climate
and ESG Information at the SEC,” Acting SEC Commissioner Allison Herren Lee, March 15, 2021, at https://bit.ly/3vXEH6D.

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