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
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
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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:
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:
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.
EXHIBIT INDEX |
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Exhibit No. |
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Description |
3.1 |
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3.2 |
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Restated Certificate of Incorporation of Zimmer Biomet Holdings, Inc., dated May 29, 2025. |
10.1 |
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Zimmer Biomet Holdings, Inc. 2009 Stock Incentive Plan (as amended on May 29, 2025). |
104 |
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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
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ZIMMER BIOMET HOLDINGS, INC. |
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By: |
/s/ Chad F. Phipps |
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Name: |
Chad F. Phipps |
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Title: |
Senior Vice President, General Counsel |