Bloomberg Law
Jan. 20, 2023, 7:08 PM

SEC Backs Pfizer in Tossing Conservative Investor’s ESG Proposal

Andrew Ramonas
Andrew Ramonas
Senior Corporate Disclosure Reporter

Pfizer Inc. has secured the SEC’s blessing to keep a conservative shareholder’s environmental, social and governance proposal off the proxy ballot for the drugmaker’s annual meeting this year.

The National Center for Public Policy Research sought the shareholder vote on a request for Pfizer’s board to report on whether its fiduciary duty to investors is compatible with company partnerships with organizations that pursue social and political objectives. Pfizer asked the Securities and Exchange Commission if it could discard the proposal under agency rules on timely filings, which the company said the conservative activist failed to follow. The agency can bring enforcement actions against companies that improperly block shareholder proposals.

SEC staffers said on Thursday they agreed with Pfizer’s interpretation of rules that let companies toss proposals from shareholders that don’t prove in a timely manner they own enough stock to bring the requests. The National Center for Public Policy Research failed to give evidence of its stock ownership within 14 days of Pfizer informing the conservative activist of the issue, putting the organization in conflict with the SEC’s regulations, according to the company.

“The Company notified the Proponent of the problem, and the Proponent failed to adequately correct it,” SEC staffers said in a letter. “A shareholder must prove ownership as of the date the original proposal is submitted.”

The National Center for Public Policy Research disagrees with the SEC’s decision, said Scott Shepard, a fellow at the organization. The process the agency uses to determine whether companies can exclude shareholder proposals from proxy ballots is broken, he said.

“The rules are vague, the decisions arbitrary and capricious and often biased,” Shepard said in a statement. “The staff doesn’t explain its decisions in any detail, which makes every submission a crapshoot and leaves immense room for partisan decision making.”

An SEC spokesman declined to comment. A Pfizer spokeswoman didn’t have an immediate comment.

Targeting ‘Radical Agendas’

The National Center for Public Policy Research request follows an influx of conservative or anti-ESG proposals in last year’s proxy season targeting issues like racial justice and corporate donations. Typically, the proposals secured less than 3% of investor support.

The organization said in a statement with the proposal that it was particularly interested in any partnerships Pfizer had with the World Economic Forum, the Council on Foreign Relations, and the Business Roundtable, which it said have “radical agendas.”

“Most Pfizer shareholders are unaware (since the Board hides it from them) that their capital is in part being used to pursue this anti-human, anti-freedom agenda,” the National Center for Public Policy Research said in its supporting statement. “Moreover, none of this is congruent with Pfizer’s basic purpose of providing value to shareholders by making and selling medicine.”

Pfizer is an ethical company that acts with integrity, the drugmaker told the SEC. The National Center for Public Policy Research was trying to micromanage Pfizer’s business and interfere with its ordinary operations, which are other reasons for it to throw out the proposal under agency rules, the company said.

“Decisions regarding Pfizer’s ethical business practices and policies, and strategies for enhancing shareholder value, fall squarely within the purview of management and could not, as a practical matter, be subject to direct shareholder oversight,” the company said.

The SEC declined to weigh in on Pfizer’s claims about micromanagement and interference with its ordinary business.

To contact the reporter on this story: Andrew Ramonas in Washington at

To contact the editors responsible for this story: Jeff Harrington at; Kathy Larsen at

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