SEC No-Action Letter to Pfizer, February 22, 2000

February 22, 2000


Response of the Office of Chief Counsel
Division of Corporation Finance

Re: Pfizer, Inc.
Incoming letter dated December 21, 1999


The proposal would mandate that Pfizer hire a proxy advisory firm, to be chosen by shareholder vote, to help shareholders make voting decisions by providing them with an analysis of the issues in proposals in Pfizer’s proxy materials for which Pfizer seeks shareholder approval.

There appears to be some basis for your view that Pfizer may exclude the proposal under rule 14a-8(i)(8) as relating to an election for membership on its board of directors. Accordingly, we will not recommend enforcement action to the Commission if Pfizer omits the proposal from its proxy materials in reliance on rule 14a-8(i)(8). In reaching this position, we have not found it necessary to address the alternative bases for omission upon which Pfizer relies.


Michael Ferraro,