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

 

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) 373-3121

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
2.425% Notes due 2026		ZBH 26		New York Stock Exchange
1.164% Notes due 2027		ZBH 27		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 12, 2023. Shareholders took the following actions:

 

•

elected ten (10) directors for one-year terms ending at the 2024 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 2023 (Proposal 2);

 

•

approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement (Proposal 3); and

 

•

cast, on an advisory basis, a majority of votes in favor of a frequency of one year for the holding of future advisory votes on executive compensation (Proposal 4).

The vote tabulation for each proposal follows:

Proposal 1 – Election of Directors

 

Nominee		For		Against		Abstain		Broker Non-Votes
Christopher B. Begley		166,908,825		4,050,882		263,451		14,759,329
Betsy J. Bernard		164,016,923		6,968,137		238,098		14,759,329
Michael J. Farrell		168,494,216		2,483,935		245,007		14,759,329
Robert A. Hagemann		161,196,003		9,763,336		263,819		14,759,329
Bryan C. Hanson		162,902,982		7,752,853		567,323		14,759,329
Arthur J. Higgins		161,684,103		9,290,615		248,440		14,759,329
Maria Teresa Hilado		169,301,785		1,693,759		227,614		14,759,329
Syed Jafry		168,570,075		2,405,034		248,049		14,759,329
Sreelakshmi Kolli		170,133,224		844,303		245,631		14,759,329
Michael W. Michelson		168,557,967		2,419,477		245,714		14,759,329

Proposal 2 – Ratification of the Appointment of the Independent Registered Public Accounting Firm

 

For		Against		Abstain		Broker Non-Votes
179,645,610		6,107,827		229,050		0

Proposal 3 – Advisory Vote to Approve Named Executive Officer Compensation (“Say on Pay”)

 

For		Against		Abstain		Broker Non-Votes
154,324,848		16,581,269		317,041		14,759,329

Proposal 4 – Advisory Vote on the Frequency of Future Say on Pay Votes

 

One Year		Two Years		Three Years		Abstain		Broker Non-Votes
168,589,917		209,817		2,185,659		237,765		14,759,329

In accordance with the Board of Directors’ recommendation and the voting results on this advisory proposal, 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.

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 16, 2023