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
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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 ☐
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Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
(a) – On October 11, 2019, the Board of Directors of Zimmer Biomet Holdings, Inc. (“Zimmer Biomet”) approved and adopted Restated By-Laws to provide for “proxy access” for eligible stockholders. Section 2.09 has been added to the Restated By-Laws to permit a stockholder, or a group of up to 20 stockholders, owning 3% or more of Zimmer Biomet’s outstanding stock continuously for at least three years to nominate and include in Zimmer Biomet’s proxy materials director nominees constituting up to the greater of two individuals or 20% of the Board of Directors, provided that such stockholder(s) and nominee(s) satisfy the requirements set forth in the Restated By-Laws. The Restated By-Laws also include certain other conforming changes to accommodate the proxy access by-law provisions and certain ministerial changes.
The foregoing summary of the Restated By-Laws is qualified in its entirety by reference to the full text of the Restated By-Laws, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.
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Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit |
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Description |
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3.1 |
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Restated By-Laws of Zimmer Biomet Holdings, Inc., dated October 11, 2019 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: October 11, 2019
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ZIMMER BIOMET HOLDINGS, INC. |
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By: |
/s/ Chad F. Phipps |
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Name: |
Chad F. Phipps |
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Title: |
Senior Vice President, General Counsel and Secretary |