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 8, 2020
ZIMMER BIOMET HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-16407 | 13-4151777 |
(State or other jurisdiction | (Commission | (IRS Employer |
of incorporation) | File Number) | 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 (see General 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| | |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, $0.01 par value | ZBH | New York Stock Exchange |
1.414% Notes due 2022 | ZBH 22A | New York Stock Exchange |
2.425% Notes due 2026 1.164% Notes due 2027 | ZBH 26 ZBH 27 | New York Stock Exchange New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Zimmer Biomet Holdings, Inc. (the “Company”) held its annual meeting of shareholders on May 8, 2020. Shareholders took the following actions:
| • | elected eleven (11) directors for one-year terms ending at the 2021 annual meeting of shareholders (Proposal 1); |
| • | ratified the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2020 (Proposal 2); and |
| • | approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement (Proposal 3). |
The vote tabulation for each proposal follows:
Proposal 1 – Election of Directors
| | | | | | | | | | | |
| Nominee | | For | | Against | | Abstain | | Broker Non-Votes | |
| Christopher B. Begley | | 167,009,130 | | 2,640,537 | | 123,285 | | 12,858,434 |
| Betsy J. Bernard | | 167,564,991 | | 2,090,685 | | 117,276 | | 12,858,434 |
| Gail K. Boudreaux | | 169,438,019 | | 223,424 | | 111,509 | | 12,858,434 |
| Michael J. Farrell | | 167,715,053 | | 1,930,642 | | 127,257 | | 12,858,434 |
| Larry C. Glasscock | | 163,877,946 | | 5,766,017 | | 128,989 | | 12,858,434 |
| Robert A. Hagemann | | 165,990,783 | | 3,656,531 | | 125,638 | | 12,858,434 |
| Bryan C. Hanson | | 168,599,785 | | 1,051,211 | | 121,956 | | 12,858,434 |
| Arthur J. Higgins | | 153,808,376 | | 15,839,828 | | 124,748 | | 12,858,434 |
| Maria Teresa Hilado | | 168,858,209 | | 797,472 | | 117,271 | | 12,858,434 |
| Syed Jafry | | 167,933,964 | | 1,714,527 | | 124,461 | | 12,858,434 |
| Michael W. Michelson | | 167,937,793 | | 1,709,046 | | 126,113 | | 12,858,434 |
Proposal 2 – Ratification of the Appointment of the Independent Registered Public Accounting Firm
| | | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| 177,573,304 | | 4,946,254 | | 111,828 | | 0 |
Proposal 3 – Advisory Vote to Approve Named Executive Officer Compensation (“Say on Pay”)
| | | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| 155,897,279 | | 13,500,867 | | 374,806 | | 12,858,434 |
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 13, 2020
| ZIMMER BIOMET HOLDINGS, INC. |
| | |
| By: | /s/ Chad F. Phipps |
| Name: | Chad F. Phipps |
| Title: | Senior Vice President, General Counsel and Secretary |
