zbh-8k_20200508.htm

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 8, 2020

ZIMMER BIOMET HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-16407	13-4151777
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	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))

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
1.414% Notes due 2022	ZBH 22A	New York Stock Exchange
2.425% Notes due 2026 1.164% Notes due 2027	ZBH 26 ZBH 27	New York Stock Exchange 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 5.07

Submission of Matters to a Vote of Security Holders.

Zimmer Biomet Holdings, Inc. (the “Company”) held its annual meeting of shareholders on May 8, 2020. Shareholders took the following actions:

•

elected eleven (11) directors for one-year terms ending at the 2021 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 2020 (Proposal 2); and

•

approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement (Proposal 3).

The vote tabulation for each proposal follows:

Proposal 1 – Election of Directors


Nominee	For	Against	Abstain	Broker Non-Votes
Christopher B. Begley	167,009,130	2,640,537	123,285		12,858,434
Betsy J. Bernard	167,564,991	2,090,685	117,276		12,858,434
Gail K. Boudreaux	169,438,019	223,424	111,509		12,858,434
Michael J. Farrell	167,715,053	1,930,642	127,257		12,858,434
Larry C. Glasscock	163,877,946	5,766,017	128,989		12,858,434
Robert A. Hagemann	165,990,783	3,656,531	125,638		12,858,434
Bryan C. Hanson	168,599,785	1,051,211	121,956		12,858,434
Arthur J. Higgins	153,808,376	15,839,828	124,748		12,858,434
Maria Teresa Hilado	168,858,209	797,472	117,271		12,858,434
Syed Jafry	167,933,964	1,714,527	124,461		12,858,434
Michael W. Michelson	167,937,793	1,709,046	126,113		12,858,434

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


For	Against	Abstain	Broker Non-Votes
177,573,304	4,946,254	111,828	0

Proposal 3 – Advisory Vote to Approve Named Executive Officer Compensation (“Say on Pay”)


For	Against	Abstain	Broker Non-Votes
155,897,279	13,500,867	374,806	12,858,434

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 13, 2020

	ZIMMER BIOMET HOLDINGS, INC.

	By:	/s/ Chad F. Phipps
	Name:	Chad F. Phipps
	Title:	Senior Vice President, General Counsel and Secretary

Document and Entity Information	May 08, 2020
Document Information [Line Items]
Amendment Flag	false
Entity Central Index Key	0001136869
Document Type	8-K
Document Period End Date	May 08, 2020
Entity Registrant Name	ZIMMER BIOMET HOLDINGS, INC.
Entity Incorporation State Country Code	DE
Entity File Number	001-16407
Entity Tax Identification Number	13-4151777
Entity Address, Address Line One	345 East Main Street
Entity Address, City or Town	Warsaw
Entity Address, State or Province	IN
Entity Address, Postal Zip Code	46580
City Area Code	(574)
Local Phone Number	267-6131
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	ZBH
Security Exchange Name	NYSE
1.414% Notes due 2022 [Member]
Document Information [Line Items]
Title of 12(b) Security	1.414% Notes due 2022
Trading Symbol	ZBH 22A
Security Exchange Name	NYSE
2.425% Notes due 2026 [Member]
Document Information [Line Items]
Title of 12(b) Security	2.425% Notes due 2026
Trading Symbol	ZBH 26
Security Exchange Name	NYSE
1.164% Notes due 2027 [Member]
Document Information [Line Items]
Title of 12(b) Security	1.164% Notes due 2027
Trading Symbol	ZBH 27
Security Exchange Name	NYSE