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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 (§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.
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 |
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 |
| |
| Restated Certificate of Incorporation of Zoetis Inc. |
| 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.
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| ZOETIS INC. |
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| Dated: May 23, 2024 | By: | /s/ Roxanne Lagano |
| | Roxanne Lagano |
| | Executive Vice President, |
| | General Counsel and Corporate Secretary |