DEFA14A

DEFA14A 1 d866407ddefa14a.htm DEFA14A DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant þ

Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨	Preliminary Proxy Statement

¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨	Definitive Proxy Statement

þ	Definitive Additional Materials

¨	Soliciting Material Pursuant to §240.14a -12

ZIMMER HOLDINGS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

þ	No fee required.

¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

4) Proposed maximum aggregate value of transaction:

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¨ Fee paid previously with preliminary materials.

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:



SEC 1913 (02-02)		Persons who potentially are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on May 5, 2015.


	Meeting Information
	Meeting Type:	Annual Meeting
ZIMMER HOLDINGS, INC.	For holders as of:	March 6, 2015
	Date: May 5, 2015	Time: 8:00 a.m., EDT
	Location: Conrad Indianapolis
	50 West Washington Street
	Indianapolis, IN 46204 For directions to the meeting: Call 317-713-5000 or go to http://conradhotels3.hilton.com/en/hotels/indiana/conrad-indianapolis-INDCICI/about/directions.html


ZIMMER HOLDINGS, INC. STOCKHOLDER SERVICES 345 EAST MAIN STREET WARSAW, IN 46580				You are receiving this communication because you hold shares in the company named above.
				This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

				We encourage you to access and review all of the important information contained in the proxy materials before voting.


				See the reverse side of this notice to obtain proxy materials and voting instructions.

M84166-P60017


				Before You Vote

How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:

NOTICE AND PROXY STATEMENT ANNUAL REPORT/FORM 10-K WRAP

How to View Online:

Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit: www.proxyvote.com.

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

1) BY INTERNET: www.proxyvote.com

2) BY TELEPHONE: 1-800-579-1639

3) BY E-MAIL*: sendmaterial@proxyvote.com

* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow LOGO (located on the following page) in the subject line.

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 21, 2015 to facilitate timely delivery.


				How To Vote

Please Choose One of the Following Voting Methods

Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

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Voting Items


THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL NOMINEES.				THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 2. 2. Approve the Amended Stock Plan for Non-Employee Directors THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 3. 3. Approve the Amended and Restated Deferred Compensation Plan for Non-Employee Directors THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 4. 4. Advisory vote to approve named executive officer compensation THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 5. 5. Ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2015
1. Election of Directors: Nominees: 1a. Christopher B. Begley

1b. Betsy J. Bernard
1c. Paul M. Bisaro
1d. Gail K. Boudreaux
1e. David C. Dvorak
1f. Michael J. Farrell
1g. Larry C. Glasscock
1h. Robert A. Hagemann
1i. Arthur J. Higgins
1j. Cecil B. Pickett, Ph.D.

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