UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 8, 2009
ZIMMER HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other
jurisdiction of
incorporation) | | 001-16407
(Commission
File Number) | | 13-4151777
(IRS Employer
Identification No.) |
345 East Main Street
Warsaw, Indiana 46580
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:(574) 267-6131
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (seeGeneral Instruction A.2. below):
| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Item 5.02 | | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS |
On January 8, 2009, the Board of Directors (the “Board”) of Zimmer Holdings, Inc. (the “Company”), upon the recommendation of the Corporate Governance Committee, appointed Betsy J. Bernard to the Board, with a term to expire at the Company’s 2009 annual meeting of stockholders to be held May 4. The appointment of Ms. Bernard fills a vacancy on the Board. Ms. Bernard has not been appointed to any committees of the Board at this time; however, the Company expects that she will be appointed to one or more Board committees in the future. There are no arrangements or understandings between Ms. Bernard and any other persons pursuant to which Ms. Bernard was appointed a director of the Company.
As a non-employee director, Ms. Bernard will participate in the non-employee director compensation arrangements described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 20, 2008. In addition, it is expected that she will execute the Company’s standard form of non-employee director indemnification agreement. The form of the indemnification agreement was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 31, 2008 and is incorporated herein by reference.
A copy of the Company’s press release announcing the appointment of Ms. Bernard to the Board is attached hereto as Exhibit 99.1 and the information set forth therein is incorporated herein by reference.
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| Item 9.01 | | FINANCIAL STATEMENTS AND EXHIBITS |
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| Exhibit No. | | Description |
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| 10.1 | | Form of Indemnification Agreement with Non-Employee Directors and Officers (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 31, 2008) |
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| 99.1 | | Press Release issued on January 12, 2009 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: January 12, 2009
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| | | ZIMMER HOLDINGS, INC. |
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| | | By: | | /s/ Chad F. Phipps |
| | | | | |
| | | Name: | | Chad F. Phipps |
| | | Title: | | Senior Vice President, General Counsel and Secretary |
EXHIBIT INDEX
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| Exhibit No. | | Description |
| | | |
| 10.1 | | Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 31, 2008) |
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| 99.1 | | Press Release issued on January 12, 2009 |
