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    Zimmer Biomet Holdings Inc. filed SEC Form 8-K: Leadership Update, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

    6/3/25 7:30:09 AM ET
    $ZBH
    Industrial Specialties
    Health Care
    Get the next $ZBH alert in real time by email
    8-K
    false0001136869--12-310001136869zbh:M1164NotesDue2027Member2025-05-292025-05-290001136869zbh:M3518NotesDue2032Member2025-05-292025-05-2900011368692025-05-292025-05-290001136869zbh:M2425NotesDue2026Member2025-05-292025-05-290001136869us-gaap:CommonStockMember2025-05-292025-05-29

     

     

    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 29, 2025

     

     

    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) 373-3333

     

    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:


    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

    3.518% Notes due 2032

     

    ZBH 32

     

    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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
     

    At the annual meeting of shareholders of Zimmer Biomet Holdings, Inc. (the “Company”) held on May 29, 2025 (the “Annual Meeting”), the Company’s shareholders approved the amended Zimmer Biomet Holdings, Inc. 2009 Stock Incentive Plan (the “SIP”). In February 2025, the Board of Directors of the Company approved proposed amendments to the SIP and directed that the amended SIP be submitted to shareholders of the Company for approval at the Annual Meeting. The amendments to the SIP:

    •
    increase the number of shares available for issuance pursuant to awards under the SIP by 10,000,000 shares;
    •
    extend the term of the SIP by three additional years, to May 31, 2035;
    •
    allow independent contractors to participate in the SIP;
    •
    provide specific disclosure of equity award treatment upon a change in control;
    •
    prohibit the payment of dividends and dividend equivalents on unvested awards;
    •
    clarify that the one-year minimum vesting requirement applies to all types of equity awards;
    •
    provide for additional requirements on transferability of awards, including prohibiting the transfer of awards for consideration to a third-party financial institution; and
    •
    provide certain other provisions consistent with corporate governance best practices, including prohibiting loans and providing that awards are subject to compliance requirements.

     

    A more complete description of the terms of the amended SIP can be found in “Proposal 4—Approval of the Amended 2009 Stock Incentive Plan” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 14, 2025. The foregoing description of the amended SIP is qualified in its entirety by reference to the full text of the amended SIP, a copy of which is filed as Exhibit 10.1 to this report and is incorporated herein by reference.

     

    Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
     

    At the Annual Meeting, the Company’s shareholders approved an amendment (the “Amendment”) to the Company’s Restated Certificate of Incorporation (the “Charter”). The Amendment became effective on May 29, 2025, when the Company filed a Certificate of Amendment to the Charter with the Secretary of State of the State of Delaware. The Charter was then restated solely to reflect the Amendment and was filed with the Secretary of State of the State of Delaware on May 29, 2025.

     

    The Amendment amended Section 10.01 of the Charter to limit the personal liability of certain officers for monetary damages for breach of the duty of care in certain circumstances, as permitted under Section 102(b)(7) of the Delaware General Corporation Law. The foregoing description of the Amendment is qualified in its entirety by reference to the text of the Certificate of Amendment and the Restated Certificate of Incorporation of the Company as amended by the Certificate of Amendment, copies of which are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are 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 29, 2025. Shareholders took the following actions:

    •
    elected ten (10) directors for one-year terms ending at the 2026 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 2025 (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);

     


     

    •
    approved the amended Zimmer Biomet Holdings, Inc. 2009 Stock Incentive Plan (Proposal 4); and
    •
    approved an amendment to the Company's Restated Certificate of Incorporation (Proposal 5).

     

    The vote tabulation for each proposal follows:

     

    Proposal 1 – Election of Directors

     

    Nominee

    For

    Against

    Abstain

    Broker Non-Votes

    Betsy J. Bernard

    160,179,491

    7,990,105

    121,025

    13,543,932

    Michael J. Farrell

    166,344,033

    1,818,669

    127,919

    13,543,932

    Robert A. Hagemann

    162,221,462

    5,918,171

    150,988

    13,543,932

    Arthur J. Higgins

    165,242,852

    2,914,721

    133,048

    13,543,932

    Maria Teresa Hilado

    165,257,203

    2,828,382

    205,036

    13,543,932

    Syed Jafry

    159,954,199

    8,206,820

    129,602

    13,543,932

    Sreelakshmi Kolli

    166,648,783

    1,507,909

    133,929

    13,543,932

    Devdatt Kurdikar

    166,481,074

    1,678,659

    130,888

    13,543,932

    Louis A. Shapiro

    167,230,397

    929,191

    131,033

    13,543,932

    Ivan Tornos

    160,615,044

    7,080,428

    595,149

    13,543,932

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

     

    For

    Against

    Abstain

    Broker Non-Votes

    173,729,736

    7,965,373

    139,444

    0

    Proposal 3 – Advisory Vote to Approve Named Executive Officer Compensation

     

    For

    Against

    Abstain

    Broker Non-Votes

    159,051,227

    8,971,730

    267,664

    13,543,932

    Proposal 4 – Approval of the Amended 2009 Stock Incentive Plan

     

    For

    Against

    Abstain

    Broker Non-Votes

    154,414,891

    13,644,592

    231,138

    13,543,932

     

     

    Proposal 5 – Approval of an amendment to the Company’s Restated Certificate of Incorporation to allow for officer exculpation as permitted by Delaware law

     

    For

    Against

    Abstain

    Broker Non-Votes

    149,159,508

    18,926,602

    204,511

    13,543,932

     

     

    Item 9.01 Financial Statements and Exhibits.

     

    (d)
    Exhibits

     

     


     

    EXHIBIT INDEX

    Exhibit No.

     

    Description

    3.1

     

    Certificate of Amendment of Restated Certificate of Incorporation of Zimmer Biomet Holdings, Inc., dated May 29, 2025.

    3.2

     

    Restated Certificate of Incorporation of Zimmer Biomet Holdings, Inc., dated May 29, 2025.

    10.1

     

    Zimmer Biomet Holdings, Inc. 2009 Stock Incentive Plan (as amended on May 29, 2025).

    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 hereunto duly authorized.

    Dated: June 3, 2025

     

     

    ZIMMER BIOMET HOLDINGS, INC.

     

     

     

     

    By:

    /s/ Chad F. Phipps

     

    Name:

    Chad F. Phipps

     

    Title:

    Senior Vice President, General Counsel
    and Secretary

     

     

     

     


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