Zoetis Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
$ZTS
Biotechnology: Pharmaceutical Preparations
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
| FORM | |||||
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 23, 2025
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 23, 2025, the Board of Directors (the "Board") of Zoetis Inc. (the “Company”) appointed Stephanie Tilenius to the Board, effective as of December 1, 2025, to serve in such capacity until her successor is appointed or qualified or until her resignation or removal. In connection with the appointment of Ms. Tilenius, the size of the Board will be increased from twelve to thirteen members effective as of December 1, 2025.
Ms. Tilenius was not appointed to the Board pursuant to any arrangements or understandings with any third party, and since the beginning of the last fiscal year, there have been no related party transactions between the Company and Ms. Tilenius that would be reportable under Item 404(a) of Regulation S-K. The Company’s non-employee director compensation program is described under the caption “Compensation of Directors” in the Company’s proxy statement for its 2025 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on April 9, 2025. Ms. Tilenius will be eligible for participation in such non-employee director compensation program.
In connection with her appointment as a member of the Board, the Company will enter into its standard form of indemnification agreement with Ms. Tilenius. The form of indemnification agreement was previously filed by the Company as Exhibit 10.19 to Amendment No. 4 to the Company’s Registration Statement on Form S-1 (File No. 333-183254), as originally filed with the Securities and Exchange Commission on August 13, 2012, and subsequently amended.
Item 7.01. Regulation FD Disclosure.
On October 28, 2025, the Company issued a press release announcing the appointment of Ms. Tilenius. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.
The information set forth under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | ||||
| Press Release issued on October 28, 2025 regarding the appointment of Stephanie Tilenius | |||||
| to the Zoetis Board | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
SIGNATURE
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.
| ZOETIS INC. | ||||||||
| Dated: October 28, 2025 | By: | /s/ Roxanne Lagano | ||||||
| Roxanne Lagano | ||||||||
| Executive Vice President, | ||||||||
| General Counsel and Corporate Secretary | ||||||||