0001555280
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12/31
0001555280
2024-05-21
2024-05-21
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 21, 2024
Zoetis Inc.
(Exact name of registrant as specified in its charter)
Delaware 001-35797 46-0696167
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
10 Sylvan Way, Parsippany, New Jersey 07054
(Address of principal executive offices) (Zip Code)
(
973
)
822-7000
(Registrant's telephone number, including area code)
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 obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
Written communication 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, par value $0.01 per share ZTS 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 ((s)230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 ((s)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.
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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.
Effective May 21, 2024, Dr. Linda Rhodes retired from the Board of Directors
of Zoetis Inc. (the "Company"), prior to the Company's 2024 Annual Meeting of
Shareholders (the "Annual Meeting") in accordance with the Company's director
retirement policy.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On May 22, 2024, the shareholders of the Company voted at the Annual Meeting
to approve an amendment to the Company's Restated Certificate of Incorporation
(the "Certificate") to provide for the exculpation of certain officers as
permitted by the Delaware General Corporation Law (the "Officer Exculpation
Amendment"). The Officer Exculpation Amendment became effective upon the
filing of a Restated Certificate of Incorporation (the "Restated Certificate")
with the Secretary of State of the State of Delaware on May 22, 2024.
The foregoing description is qualified in its entirety by reference to the
full text of the Restated Certificate, which is attached hereto as Exhibit 3.1
and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
As discussed under Item 5.03 of this Current Report on Form 8-K, on May 22,
2024, the Company held the Annual Meeting. At the Annual Meeting, the
Company's shareholders voted on five proposals, each of which is described in
more detail in the Company's definitive proxy statement filed with the
Securities and Exchange Commission on April 10, 2024 (the "Proxy Statement").
There were 409,814,618 shares of common stock present at the Annual Meeting in
person or by proxy, which represented 89.68% of the voting power of the shares
of common stock entitled to vote at the Annual Meeting, and which constituted
a quorum for the transaction of business. Holders of the Company's common
stock were entitled to one vote for each share held as of the close of
business on March 28, 2024 (the "Record Date").
The shareholders of the Company voted on the following proposals at the Annual
Meeting:
1. To elect twelve directors, all of whom are currently serving on the
Company's Board of Directors, each to serve for a one-year term until the 2025
Annual Meeting of Shareholders or until each director's successor has been
elected and qualified, or until each director's earlier death, resignation or
removal.
2. A non-binding advisory vote on the compensation program for the Company's
named executive officers as disclosed in the Proxy Statement.
3. To ratify the appointment of KPMG LLP as the Company's independent
registered public accounting firm for the fiscal year ending December 31, 2024.
4. To approve the Officer Exculpation Amendment to the Company's Certificate.
5. To approve a shareholder proposal regarding our director resignation policy.
The voting results for each of these proposals are detailed below.
1. Election of Directors
Nominee Votes For Votes Against Abstentions Broker Non-Votes
Paul M. Bisaro 383,022,726 3,222,810 469,213 23,099,869
Vanessa Broadhurst 383,268,965 2,987,544 458,240 23,099,869
Frank A. D'Amelio 371,306,046 14,927,709 480,994 23,099,869
Gavin D.K. Hattersley 385,632,658 611,611 470,480 23,099,869
Sanjay Khosla 381,207,560 5,040,685 466,504 23,099,869
Antoinette R. Leathersberry 385,334,023 920,592 460,134 23,099,869
Michael B. McCallister 377,861,930 8,152,699 700,120 23,099,869
Gregory Norden 369,774,663 16,469,285 470,801 23,099,869
Louise M. Parent 367,398,890 18,134,146 1,181,713 23,099,869
Kristin C. Peck 382,192,337 4,058,321 464,091 23,099,869
Willie M. Reed 379,076,075 7,170,264 468,410 23,099,869
Robert W. Scully 373,839,021 12,401,356 474,372 23,099,869
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Each of the twelve nominees for director was elected to serve for a one-year
term until the 2025 Annual Meeting of Shareholders or until each director's
successor has been elected and qualified, or until each director's earlier
death, resignation or removal.
2. Advisory Vote on Executive Compensation
Votes For Votes Against Abstentions Broker Non-Votes
351,133,259 34,984,587 596,903 23,099,869
The shareholders approved, on a non-binding advisory basis, the compensation
program for the Company's named executive officers as disclosed in the Proxy
Statement.
3. Ratification of Appointment of Independent Registered Public Accounting Firm
Votes For Votes Against Abstentions Broker Non-Votes
401,445,315 7,895,412 473,891 -
The shareholders ratified the appointment of KPMG LLP as the Company's
independent registered public accounting firm for the fiscal year ending
December 31, 2024.
4. Officer Exculpation Amendment
Votes For Votes Against Abstentions Broker Non-Votes
345,312,397 40,680,868 721,484 23,099,869
The shareholders approved the Officer Exculpation Amendment.
5. Shareholder Proposal
Votes For Votes Against Abstentions Broker Non-Votes
53,787,299 331,848,848 1,078,602 23,099,869
The shareholders did not approve the shareholder proposal regarding our
director resignation policy.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
3.1 Restated Certificate of Incorporation of Zoetis Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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: May 23, 2024 By: /s/ Roxanne Lagano
Roxanne Lagano
Executive Vice President,
General Counsel and Corporate Secretary
Exhibit 3.1
RESTATED
CERTIFICATE OF INCORPORATION
OF
ZOETIS INC.
Zoetis Inc. (the "Corporation"), a corporation organized and existing under
the General Corporation Law of the State of Delaware (the "GCL"), does hereby
certify as follows:
1. The name of the Corporation is Zoetis Inc. The Corporation was originally
incorporated under the name Zoetis Inc., pursuant to the original Certificate
of Incorporation of the Corporation (the "Original Certificate of
Incorporation") filed with the office of the Secretary of State of the State
of Delaware on July 25, 2012.
2. This Restated Certificate of Incorporation (this "Certificate of
Incorporation") was duly adopted in accordance with Sections 242 and 245(c) of
the GCL.
3. The text of the Original Certificate of Incorporation as heretofore amended
or supplemented is hereby restated to read in its entirety as follows:
FIRST
: The name of the Corporation is Zoetis Inc.
SECOND
: The address of the registered office of the Corporation in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New
Castle County, 19801. The name of its registered agent at that address is The
Corporation Trust Company.
THIRD
: The purpose of the Corporation is to engage in any lawful act or activity
for which a corporation may be organized under the GCL as set forth in Title 8
of the GCL.
FOURTH
: A. The total number of shares of stock which the Corporation shall have
authority to issue is 7,000,000,000 shares, of which the Corporation shall
have authority to issue (i) 6,000,000,000 shares of Common Stock, each having
a par value of $0.01 ("Common Stock") and (ii) 1,000,000,000 shares of
Preferred Stock, each having a par value of $0.01 (the "Preferred Stock").
B. Preferred Stock.
The Board of Directors is expressly authorized, without the need for
stockholder approval, to provide for the issuance of all or any shares of
Preferred Stock in one or more classes or series, and to fix for each such
class or series such voting powers, full or limited, or no voting powers, and
such distinctive designations, preferences and relative, participating,
optional or other special rights and such qualifications, limitations or
restrictions thereof, as shall be stated and expressed in the resolution or
resolutions adopted by the Board of Directors providing for the issuance of
such class or series and as may be permitted by the GCL, including, with-out
limitation, the authority to provide that any such class or series may be (i)
subject to redemption at such time or times and at such price or prices; (ii)
entitled to receive dividends (which may be cumulative or non-cumulative) at
such rates, on such conditions, and at such times, and payable in preference
to, or in such relation to, the dividends payable on any other class or
classes or any other series; (iii) entitled to such rights upon the
dissolution of, or upon any distribution of the assets of, the Corporation; or
(iv) convertible into, or exchangeable for, shares of any other class or
classes of stock,
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or of any other series of the same or any other class or classes of stock, of
the Corporation at such price or prices or at such rates of exchange and with
such adjustments; all as may be stated in such resolution or resolutions.
FIFTH
: The following provisions are inserted for the management of the business and
the conduct of the affairs of the Corporation, and for the further definition,
limitation and regulation of the powers of the Corporation and of its
directors and stockholders:
A. The business and affairs of the Corporation shall be managed by or under
the direction of the Board of Directors.
B. Prior to the 2022 annual meeting of stockholders, the directors shall be
divided into three classes, designated class I, class II and class III. So
long as the Board of Directors is classified, each class shall consist, as
nearly as may be possible, of one-third of the total number of directors
constituting the entire Board of Directors. Commencing with the 2022 annual
meeting of stockholders, each class of directors whose term shall then expire
shall be elected to hold office for a one-year term expiring at the next
annual meeting of stockholders. Any director elected to fill a vacancy
resulting from an increase in the number of directors or from the removal from
office, death, disability, resignation or disqualification of a director or
other cause shall hold office for the unexpired term of such director's
predecessor in office or, in the case of an additional director, until the
next annual meeting of stockholders, but in no case will a decrease in the
number of directors have the effect of removing or shortening the term of any
incumbent director.
C. No stockholder shall be entitled to exercise any right of cumulative voting.
D. The Board of Directors shall have the power, without the need for
stockholder approval, to adopt, alter, amend, change, add to or repeal the
By-Laws of the Corporation. The By-Laws may be adopted, altered, amended,
changed, added to or repealed by the affirmative vote of at least a majority
of the votes entitled to be cast thereon by the holders of the then
outstanding capital stock of the Corporation.
E. The number of directors of the Corporation (exclusive of directors who may
be elected by the holders of any one or more series of Preferred Stock which
may at any time be outstanding, voting separately as a class or classes) shall
be not less than 5 nor more than 15, the exact number within said limits to be
fixed from time to time solely by resolution of the Board of Directors, acting
by not less than a majority of the directors then in office. Election of
directors need not be by written ballot unless the By-Laws so provide.
F. Subject to the rights of the holders of any one or more series of Preferred
Stock then outstanding, newly created directorships resulting from any
increase in the authorized number of directors or any vacancies in the Board
of Directors resulting from death, resignation, retirement, disqualification,
removal from office or other cause shall be filled solely by the Board of
Directors, acting by not less than a majority of the Directors then in office,
although less than a quorum. Any director so chosen shall hold office until
such director's successor shall be elected and qualified. No decrease in the
number of directors shall shorten the term of any incumbent director.
G. No director or officer shall be personally liable to the Corporation or any
of its stockholders for monetary damages for breach of fiduciary duty as a
director or officer (as applicable), except for liability (i) for any breach
of the director's or officer's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) pursuant to
Section 174 of the GCL, in the case of directors only, or (iv) for any
transaction from which the director or officer derived an improper personal
benefit, or (v) for any action by or in the right of the Corporation, in the
case of officers only. If the GCL is amended to authorize the further
elimination or limitation of the liability of a director or officer, then the
liability of the directors or officers shall be eliminated or limited to the
fullest extent permitted by the GCL, as so amended. Any repeal or modification
of this Article FIFTH by the stockholders of the Corporation shall not
adversely affect any right or protection of a director or officer of the
Corporation existing at the time of such repeal or modification with respect
to acts or omissions occurring prior to such repeal or modification.
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H. The Corporation shall indemnify its directors and officers to the fullest
extent authorized or permitted by law, as now or hereafter in effect, and such
right to indemnification shall continue as to a person who has ceased to be a
director or officer of the Corporation and shall inure to the benefit of such
person's heirs, executors and personal and legal representatives; provided,
however, that, except for proceedings to enforce rights to indemnification,
the Corporation shall not be obligated to indemnify any director or officer
(or such person's heirs, executors or personal or legal representatives) in
connection with a proceeding (or part thereof) initiated by such person unless
such proceeding (or part thereof) was authorized or consented to by the Board
of Directors. The right to indemnification conferred by this paragraph H of
Article FIFTH shall include the right to be paid by the Corporation the
expenses incurred in defending or otherwise participating in any proceeding in
advance of its final disposition, except where the director or officer pleads
guilty or
nolo contendere
in a criminal proceeding (excluding traffic violations and other minor
offenses), upon receipt by the Corporation of an undertaking by or on behalf
of the director or officer receiving advancement to repay the amount advanced
if it shall ultimately be determined that such person is not entitled to be
indemnified by the Corporation under this paragraph H of Article FIFTH. The
Corporation may, to the extent authorized from time to time by the Board of
Directors, provide rights to indemnification and to the advancement of
expenses to employees and agents of the Corporation similar to those conferred
in this paragraph H of Article FIFTH to directors and officers of the
Corporation. The rights to indemnification and to the advancement of expenses
conferred in this paragraph H of Article FIFTH shall not be exclusive of any
other right which any person may have or hereafter acquire under this
Certificate of Incorporation, the By-Laws of the Corporation, any statute,
agreement, vote of stockholders or disinterested directors or otherwise. Any
repeal or modification of this paragraph H of Article FIFTH by the
stockholders of the Corporation shall not adversely affect any rights to
indemnification and to the advancement of expenses of a director, officer,
employee or agent of the Corporation existing at the time of such repeal or
modification with respect to any acts or omissions occurring prior to such
repeal or modification.
I. In addition to the powers and authority hereinbefore or by statute
expressly conferred upon them, the directors are hereby empowered to exercise
all such powers and do all such acts and things as may be exercised or done by
the Corporation, subject, nevertheless, to the provisions of the GCL, this
Certificate of Incorporation, and any By-Laws of the Corporation; provided,
however, that no By-Laws hereafter adopted by the stockholders shall
invalidate any prior act of the directors which would have been valid if such
By-Laws had not been adopted.
SIXTH
: Meetings of stockholders may be held within or without the State of
Delaware, as the By-Laws may provide. The books of the Corporation may be kept
(subject to any provision contained in the GCL) within or without the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the By-Laws of the Corporation.
SEVENTH
: Any action required or permitted to be taken by the stockholders of the
Corporation must be effected solely at a duly called annual or special meeting
of stockholders of the Corporation and may not be effected by any consent in
writing by such stockholders. Except as otherwise required by law, special
meetings of stockholders of the Corporation for any purpose or purposes may be
called only by (i) the Chair of the Board of Directors, (ii) the Chair of the
Board of Directors or the Secretary at the request in writing of a majority of
the Board of Directors or (iii) the Secretary at the request in writing,
submitted in accordance with and subject to the procedures, requirements and
limitations set forth in the By-Laws, of stockholders who own (as defined in
the By-Laws) and have owned, in each case, continuously for at least one (1)
year, capital stock representing at least 25% of the Voting Stock (as defined
in the By-Laws), subject to the By-Laws. No business other than that stated in
the Corporation's notice of such meeting shall be transacted at any special
meeting of stockholders convened pursuant to clause (iii) of the foregoing
sentence.
EIGHTH
: Unless the Corporation (through approval of the Board of Directors) consents
in writing to the selection of an alternative forum, the Court of Chancery of
the State of Delaware shall be the sole and exclusive forum for (i) any actual
or purported derivative action or proceeding brought on behalf of the
Corporation; (ii) any action asserting a claim of breach of a fiduciary duty
owed by any director or officer of the Corporation to the Corporation or the
Corporation's stockholders; (iii) any action asserting a claim arising
pursuant to any provision of the GCL; or (iv) any action asserting a claim
governed by the internal affairs doctrine. Any person or entity
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purchasing or otherwise acquiring any interest in shares of capital stock of
the Corporation shall be deemed to have notice of and to consented to the
provisions of this Article EIGHTH.
NINTH
: The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
IN WITNESS WHEREOF
, the Corporation has caused this Restated Certificate of Incorporation to be
executed on its behalf on this 22
nd
day of May, 2024.
ZOETIS INC.
By: /s/ Roxanne Lagano
Name: Roxanne Lagano
Title: Executive Vice President,
General Counsel and
Corporate Secretary
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