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 12, 2023 |
ZimVie Inc.
(Exact name of Registrant as Specified in Its Charter)
Delaware | 001-41242 | 87-2007795 | ||
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
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10225 Westmoor Drive |
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Westminster, Colorado |
| 80021 | ||
(Address of Principal Executive Offices) |
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Registrant’s Telephone Number, Including Area Code: 303 443-7500 |
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:
☐ | 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:
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| Trading |
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Common Stock, par value $0.01 per share |
| ZIMV |
| The Nasdaq Stock Market |
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As reported below in Item 5.07, on May 12, 2023, the shareholders of ZimVie Inc. (the “Company”) approved the Company’s amended 2022 Stock Incentive Plan, which contains amendments that, among other things:
A description of the 2022 Stock Incentive Plan, as amended, was included in the Company’s proxy statement for its annual meeting of shareholders filed with the Securities and Exchange Commission on March 28, 2023. A copy of the 2022 Stock Incentive Plan, as amended, is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting of shareholders on May 12, 2023. Shareholders took the following actions:
The vote tabulation for each proposal follows:
Proposal 1 – Election of Directors
Nominee |
| For |
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| Against |
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| Abstain |
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| Broker Non-Voters |
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Vinit Asar |
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| 17,633,667 |
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| 808,923 |
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| 18,672 |
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| 3,488,428 |
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Richard Kuntz, M.D., M.Sc. |
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| 18,234,086 |
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| 209,202 |
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| 17,974 |
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| 3,488,428 |
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Proposal 2 – Ratification of the Appointment of PwC as the Company’s Independent Registered Public Accounting Firm
For |
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| Against |
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| Abstain |
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| Broker Non-Voters |
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| 21,826,521 |
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| 87,367 |
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| 35,802 |
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| - |
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Proposal 3 – Advisory Vote to Approve Named Executive Officer Compensation (“Say on Pay”)
For |
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| Against |
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| Abstain |
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| Broker Non-Voters |
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| 15,813,008 |
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| 2,595,302 |
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| 52,952 |
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| 3,488,428 |
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Proposal 4 – Advisory Vote on the Frequency of Future Say on Pay Votes
One Year |
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| Two Years |
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| Three Years |
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| Abstain |
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| Broker Non-Voters |
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| 18,007,024 |
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| 29,367 |
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| 365,211 |
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| 59,660 |
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| 3,488,428 |
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Proposal 5 – Approval of the amended 2022 Stock Incentive Plan
For |
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| Against |
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| Abstain |
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| Broker Non-Voters |
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| 11,180,893 |
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| 7,238,681 |
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| 41,688 |
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| 3,488,428 |
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In accordance with the Board of Directors’ recommendation and the voting results on Proposal 4, the Board has determined that the Company will hold future Say on Pay votes on an annual basis until such time as the next advisory vote on frequency is held.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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EXHIBIT INDEX | ||
Exhibit No. | Description | |
10.1 | ZimVie Inc. 2022 Stock Incentive Plan (As amended on May 12, 2023) | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 thereunto duly authorized.
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| ZimVie Inc. |
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Date: | May 18, 2023 | By: | /s/ Heather Kidwell |
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| Name: Heather Kidwell |