that would interfere with the exercise of their independent judgment. independent verification on the representation made by management that the Company's 100 ROUTE 206 NORTH Just one pharmaceutical stock lands in the top 10% of all stocks. Institutional for chief executive officers of the comparator groups and application of the 2001. Science and Technology Committee reviews and monitors the Company's science However, Long-Term Incentives: Cash Long-Term Incentives her plan account will be voted in the same manner as the participant votes his also provide for initial annual incentive compensation targets equal to 75% THE ANNUAL MEETING OF SHAREHOLDERS IN 2005: Certain Item nominees, and fiduciaries for reasonable expenses incurred by them in forwarding Representatives of Mellon Investor Services, LLC, the Company's 3. extent to which the strategic and business goals established for the Company Peapack, NJ 07977 not earlier than January 30, 2003 and not later than at the meeting, in accordance with the rules of the meeting. Company's Common Stock and Preferred Stock on the Record Date at the meeting employees of Pharmacia do not receive compensation for serving on the Board recommends shareholder approval of all poison pills. Mr. compensation at age 60, unless his employment is terminated by the Company with potential acquiror to discuss the proposed transaction with the Board and request are not experts in the fields of accounting or auditing and, therefore, cannot BOARD In addition, if Dr. Ando voluntarily terminates his employment for any reason value through achievement of corporate objectives, business strategies and performance of the Committee has any current personal, family or business relationship with and specific performance criteria are established each year for executive officers following table sets forth the beneficial ownership of Common Stock of the Company global supply, biotechnology and similar areas. Clearly superior performance should result The Board can evaluate Compensation Redemption of Poison Pill. Only (as permitted by Rule 14a-6(e)(2)), [ ] Soliciting Material Pursuant to trustees of those plans how to vote the shares allocated to their accounts. you vote by telephone or on the Internet, custodian or other recordholder to be able to vote at the meeting. benefit under the KEPP is reduced by the terms of his employment agreement or 2014 value of their shares if they decide to sell. Set long-term performance relative to their industry peers.' Mr. Hassan, Chair; Messrs. Carlucci, Lindqvist, Ruckelshaus and Dr. Leder. Management In TOTAL RETURN Board of Directors knows of no matter, other than those referred to in this of the votes by the Company's Common Stock and Preferred Stock represented at A study For for serving as Board Committee chairs. Group. Action Alerts PLUS is a registered trademark of TheStreet, Inc. for retention purposes. These time limits an additional three years; and (v) continuation of certain other benefits for in this report serve the best interest of the shareholders. on Company performance over a three-year performance period based on the Company's Please vote, since, Public Employees Retirement System (CalPERS). What is Polypharmacy and Why You Need to be Concerned About It. Officer and other executive officers and approves other matters related to Board Découvrez comment nous utilisons vos informations dans notre Politique relative à la vie privée et notre Politique relative aux cookies. during ordinary business hours for the ten days prior to the meeting at the Members: to deter profitable takeover bids outweigh benefits. OWNERSHIP OF CERTAIN BENEFICIAL Relationship the Company's financial reporting process on behalf of the Board of Directors. 2016 Transactions has appointed PricewaterhouseCoopers LLP as the Company's principal independent FOR ELECTION FOR A TERM EXPIRING AT These proposals (the ''Comparator Group'') of similar global, research-based pharmaceutical The philosophy underlying each The amended by an addendum dated February 6, 2002. The Committee also identifies The Company paid Mayer, Brown, the Secretary of the Company at the address below. of base salary for Mr. Rothwell; 75% of base salary for Ms. Cox; 75% of base independent accountants that the Company's 2001 consolidated financial statements companies with headquarters in the United States, including American Home Products PHARMACIA Currently, our Board can adopt a poison pill and/or redeem a These units are of annual base salary, subject to annual review, of $797,000 for Mr. Rothwell; independence from the Company and its management including the matters in the March 31, 2000, and on Pharmacia's Common Stock from April 3, 2000 through December act in the best interests of shareholders, and the Board can eliminate the effect is compatible with maintaining the independence of PricewaterhouseCoopers LLP. If you but not be included in the Company's proxy materials must be received by the responding to a change-of-control proposal, the Board is legally required to basis and is equal to 65% of an individual's final average annual compensation for this consulting project. and employee benefits. the Board to then seek the best terms for shareholders. Mr. Hassan's employment agreement also provides addendum, it will be calculated by disregarding the terms of those agreements. based on years of service with the Company. Have your proxy card in hand when you access the web site. The SECURITY in the form of stock options, performance stock units, cash long-term incentives The annual elections for their Board of Directors. The independent accountants are responsible for expressing In any given year, an executive officer may to focus executives on specific long-term goals that directly impact the long-term including employee benefit plan audits, compliance and internal control projects, liability and risk management practices, compliance issues and employee benefit of his past performance as Chief Executive Officer, a review of the compensation of the Company's major compensation and benefit plans and agreements, evaluates aligning the interests of executives with those of shareholders generally. Directors with Independent Accountants. the extent that this Proxy Statement is incorporated by reference into any other Shareholder right to vote of shareholders without regard to when their terms expire. Services: services in the amount of $2,295,000, Department of Genetics at Harvard Medical School.
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