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): May 3, 2016
ZIMMER BIOMET HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-16407 | 13-4151777 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
(e)
At the annual meeting of stockholders of Zimmer Biomet Holdings, Inc. (the “Company”) held on May 3, 2016, the Company’s stockholders approved the amended Zimmer Biomet Holdings, Inc. 2009 Stock Incentive Plan (the “2009 Plan”). The amended 2009 Plan was approved by the Company’s Board of Directors in February 2016, subject to stockholder approval, and became effective following such approval at the annual meeting.
The material amendments to the 2009 Plan include the following:
| • | the number of shares available for issuance pursuant to awards under the plan was increased by 10.0 million; and |
| • | the term of the plan was extended to May 31, 2024. |
A more complete description of the terms of the amended 2009 Plan can be found in “Proposal 4—Approval of the Amended 2009 Stock Incentive Plan” (pages 73 through 78) in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 21, 2016 (the “2016 proxy statement”), which description is incorporated by reference herein. The foregoing description and the description incorporated by reference from the Company’s 2016 proxy statement are qualified in their entirety by reference to the full text of the amended 2009 Plan, a copy of which is filed as Exhibit 10.1 to this report.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
The Company held its annual meeting of stockholders on May 3, 2016. Stockholders took the following actions:
| • | elected twelve (12) directors for one-year terms ending at the 2017 annual meeting of stockholders (Proposal 1); |
| • | ratified the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2016 (Proposal 2); |
| • | approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the 2016 proxy statement (Proposal 3); and |
| • | approved the amended 2009 Plan (Proposal 4). |
The vote tabulation for each proposal follows:
Proposal 1 – Election of Directors
Nominee | For | Against | Abstained | Broker Non-Votes | ||||||
Christopher B. Begley | 157,408,558 | 424,418 | 303,682 | 16,422,894 | ||||||
Betsy J. Bernard | 156,796,502 | 1,043,336 | 296,820 | 16,422,894 | ||||||
Paul M. Bisaro | 156,273,948 | 1,559,107 | 303,603 | 16,422,894 | ||||||
Gail K. Boudreaux | 157,040,978 | 798,289 | 297,391 | 16,422,894 | ||||||
David C. Dvorak | 157,411,308 | 425,872 | 299,478 | 16,422,894 | ||||||
Michael J. Farrell | 156,857,116 | 977,740 | 301,802 | 16,422,894 | ||||||
Larry C. Glasscock | 154,638,857 | 2,337,253 | 1,160,548 | 16,422,894 | ||||||
Robert A. Hagemann | 157,406,250 | 426,491 | 303,917 | 16,422,894 | ||||||
Arthur J. Higgins | 156,798,324 | 1,034,640 | 303,694 | 16,422,894 | ||||||
Michael W. Michelson | 157,393,346 | 437,365 | 305,947 | 16,422,894 | ||||||
Cecil B. Pickett, Ph.D. | 156,841,648 | 994,263 | 300,747 | 16,422,894 | ||||||
Jeffrey K. Rhodes | 157,402,956 | 429,490 | 304,212 | 16,422,894 | ||||||
Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm
For | Against | Abstained | Broker Non-Votes | |||
172,571,481 | 1,676,857 | 311,214 | 0 |
Proposal 3 – Advisory Vote to Approve Named Executive Officer Compensation
For | Against | Abstained | Broker Non-Votes | |||
128,088,629 | 28,773,972 | 1,274,057 | 16,422,894 |
Proposal 4 – Approval of Amended 2009 Plan
For | Against | Abstained | Broker Non-Votes | |||
144,007,076 | 13,052,463 | 1,077,119 | 16,422,894 |
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
Exhibit | Description | |
| 10.1 | Zimmer Biomet Holdings, Inc. 2009 Stock Incentive Plan (As Amended on May 3, 2016) | |
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.
Date: May 9, 2016
| ZIMMER BIOMET HOLDINGS, INC. | ||
| By: | /s/ Chad F. Phipps | |
| Name: | Chad F. Phipps | |
| Title: | Senior Vice President, General Counsel and Secretary | |
EXHIBIT INDEX
Exhibit | Description | |
| 10.1 | Zimmer Biomet Holdings, Inc. 2009 Stock Incentive Plan (As Amended on May 3, 2016) | |