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Pfizer feels invulnerable

Executive Summary

Pfizer shareholders approve motion to replace current "classified" board structure (directors serving staggered three-year terms) with annual election of all directors April 24. Pfizer CEO Henry McKinnell explains that annual election of all directors is in keeping with the principle that "directors should be responsive to the shareholder group. If the directors do something the shareholders don't like, the shareholders should be able to kick us bums out, quite frankly." The classified board structure was set up by Pfizer decades ago to provide a degree of protection against hostile takeovers, McKinnell notes, to head off the possibility that a competing board "might be nominated and elected by the opposing company." However, "in this present day and age, as the third most valuable company in the world, there quite frankly is nobody who could launch a hostile takeover bid against Pfizer"...

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