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, 2017
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) 267-6131
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)) |
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) ☐
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(e) 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 stockholders on May 12, 2017. Stockholders took the following actions:
| • | elected eleven (11) directors for one-year terms ending at the 2018 annual meeting of stockholders (Proposal 1); |
| • | ratified the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2017 (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 | Abstained | Broker Non- Votes |
||||||||||||
| Christopher B. Begley |
156,106,016 | 905,697 | 346,948 | 15,322,841 | ||||||||||||
| Betsy J. Bernard |
156,292,247 | 905,661 | 160,753 | 15,322,841 | ||||||||||||
| Gail K. Boudreaux |
155,625,654 | 1,580,778 | 152,229 | 15,322,841 | ||||||||||||
| David C. Dvorak |
153,757,150 | 1,192,626 | 2,408,885 | 15,322,841 | ||||||||||||
| Michael J. Farrell |
156,200,780 | 986,578 | 171,303 | 15,322,841 | ||||||||||||
| Larry C. Glasscock |
154,286,017 | 2,899,521 | 173,123 | 15,322,841 | ||||||||||||
| Robert A. Hagemann |
156,518,347 | 669,036 | 171,278 | 15,322,841 | ||||||||||||
| Arthur J. Higgins |
147,175,383 | 10,012,694 | 170,584 | 15,322,841 | ||||||||||||
| Michael W. Michelson |
156,383,688 | 802,655 | 172,318 | 15,322,841 | ||||||||||||
| Cecil B. Pickett, Ph.D. |
156,303,879 | 886,058 | 168,724 | 15,322,841 | ||||||||||||
| Jeffrey K. Rhodes |
156,399,560 | 785,001 | 174,100 | 15,322,841 | ||||||||||||
Proposal 2 – Ratification of the Appointment of the Independent Registered Public Accounting Firm
| For |
Against |
Abstained |
Broker Non-Votes | |||
| 170,775,072 |
1,741,672 | 164,758 | 0 |
Proposal 3 – Advisory Vote to Approve Named Executive Officer Compensation (“Say on Pay”)
| For |
Against |
Abstained |
Broker Non-Votes | |||
| 144,554,233 |
11,306,266 | 1,498,162 | 15,322,841 |
Proposal 4 – Advisory Vote on the Frequency of Future Say on Pay Votes
| One Year |
Two Years |
Three Years |
Abstained |
Broker Non-Votes | ||||
| 139,964,763 |
705,510 | 16,418,681 | 269,707 | 15,322,841 |
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 17, 2017
| ZIMMER BIOMET HOLDINGS, INC. | ||
| By: | /s/ Chad F. Phipps | |
| Name: | Chad F. Phipps | |
| Title: | Senior Vice President, General Counsel and Secretary | |