8-K

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): March 13, 2008

ZIMMER HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

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

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

          On March 13, 2008, the Board of Directors (the “Board”) of Zimmer Holdings, Inc. (the “Company”), upon the recommendation of the Corporate Governance Committee, appointed Robert A. Hagemann and Cecil B. Pickett, Ph.D. to the Board, each with a term to expire at the Company’s 2008 annual meeting of stockholders to be held May 5. The appointment of Mr. Hagemann and Dr. Pickett increases the size of the Board to eight. Neither Mr. Hagemann nor Dr. Pickett has been appointed to any committees of the Board at this time; however, the Company expects that each will be appointed to one or more Board committees in the future. There are no arrangements or understandings between Mr. Hagemann or Dr. Pickett and any other persons pursuant to which either Mr. Hagemann or Dr. Pickett was appointed a director of the Company.

          As non-employee directors, Mr. Hagemann and Dr. Pickett will participate in the non-employee director compensation arrangements described in the Company’s preliminary proxy statement filed with the Securities and Exchange Commission on March 3, 2008. In addition, it is expected that each of them will execute the Company’s standard form of non-employee director indemnification agreement. The form of the indemnification agreement was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 25, 2008 and is incorporated herein by reference.

          A copy of the Company’s press release announcing the appointments of Mr. Hagemann and Dr. Pickett to the Board is attached hereto as Exhibit 99.1 and the information set forth therein is incorporated herein by reference.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS

          (d) Exhibits

Exhibit No.	Description
10.1	Form of Indemnification Agreement with Non-Employee Directors (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 25, 2008)
99.1	Press Release issued on March 17, 2008

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.

Dated: March 17, 2008
	ZIMMER HOLDINGS, INC.
	By:	/s/ Chad F. Phipps
	Name:	Chad F. Phipps
	Title:	Senior Vice President, General Counsel and
		Secretary

EXHIBIT INDEX

Exhibit No.	Description
10.1	Form of Indemnification Agreement with Non-Employee Directors (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 25, 2008)
99.1	Press Release issued on March 17, 2008

EX-99.1

Exhibit 99.1

Media	Investors
Brad Bishop 574-372-4291 bradley.bishop@zimmer.com	Paul Blair 574-371-8042 paul.blair@zimmer.com	James T. Crines 574-372-4264 james.crines@zimmer.com

Zimmer Holdings, Inc. Adds
Robert Hagemann and Cecil Pickett to Board of Directors

(WARSAW, IN) March 17, 2008—Zimmer Holdings, Inc. (NYSE and SWX: ZMH), a leader in the orthopaedics industry, announced today that Robert A. Hagemann, Senior Vice President and Chief Financial Officer of Quest Diagnostics Incorporated (NYSE: DGX), and Cecil B. Pickett, Ph.D., President, Research and Development and member of the board of directors of Biogen Idec Inc. (NASDAQ: BIIB), have been appointed to its Board of Directors.

“We are delighted that these two distinguished health care business leaders have agreed to join our Board of Directors,” said John McGoldrick, Chairman of the Board of Directors. “Bob’s financial acumen and Cecil’s scientific record will be of great value as we work with management to set Zimmer’s course and to implement our strategy.”

The initial term of each new director will expire at the 2008 annual meeting of stockholders. Each will be included as a nominee for re-election at the meeting. The Board expects to determine the appointment of the new members to its standing committees following the annual meeting of stockholders.

Robert A. Hagemann has served as Vice President and Chief Financial Officer of Quest Diagnostics since August 1998, and was appointed Senior Vice President and CFO in November 2003. Mr. Hagemann joined a predecessor company, Corning Life Sciences, Inc., a subsidiary of Quest’s former parent, Corning Incorporated, in 1992, and held a variety of senior financial positions before being named Vice President and Corporate Controller of Quest in 1996. Prior to joining Corning, Mr. Hagemann was employed by

Prime Hospitality, Inc. and Crompton & Knowles, Inc. in senior financial positions. He was also previously employed by Arthur Young & Co., a predecessor firm to Ernst & Young. Mr. Hagemann holds a B.S. in Accounting from Rider University and an M.B.A. in finance from Seton Hall University.

Cecil B. Pickett, Ph.D., has served as President, Research and Development and a member of the board of directors of Biogen Idec Inc. since September 2006. Prior to joining Biogen Idec, Dr. Pickett held several senior R&D positions, most recently as a Corporate Senior Vice President of Schering Plough Corp. and President of Schering-Plough Research Institute. Prior to joining Schering-Plough, he held several senior R&D positions at Merck & Co. Dr. Pickett received his B.Sc. in biology from California State University at Hayward and his Ph.D. in cell biology from the University of California at Los Angeles. Dr. Pickett is an elected member of the Institute of Medicine of the National Academy of Sciences.

About the Company

Founded in 1927 and headquartered in Warsaw, Indiana, Zimmer is a worldwide leader in designing, developing, manufacturing and marketing orthopaedic reconstructive, spinal and trauma devices, dental implants, and related orthopaedic surgical products. Zimmer has operations in more than 25 countries around the world and sells products in more than 100 countries. Zimmer’s 2007 sales were approximately $3.9 billion. The Company is supported by the efforts of more than 7,500 employees worldwide.

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For more information about Zimmer, visit www.zimmer.com

Zimmer Safe Harbor Statement

This press release contains forward-looking statements within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 based on current expectations, estimates, forecasts and projections about the orthopaedics industry, management’s beliefs and assumptions made by management. Forward-looking statements may be identified by the use of forward-looking terms such as “may,” “will,” “expects,” “believes,” “anticipates,” “plans,” “estimates,” “projects,” “assumes,” “guides,” “targets,” “forecasts,” and “seeks” or the negative of such terms or other variations on such terms or comparable terminology. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that could cause actual outcomes and results to differ materially. These risks and uncertainties include, but are not limited to, our compliance with the Deferred Prosecution Agreement through March 2009 and the Corporate Integrity Agreement through 2012, the impact of our enhanced healthcare compliance global initiatives and business practices on our relationships with customers and consultants, our market share and our overall financial performance, the outcome of the Department of Justice Antitrust Division investigation announced in June 2006, the outcome of the informal investigation by the U.S. Securities and Exchange Commission into Foreign Corrupt Practices Act matters announced in October 2007, price and product competition, rapid technological development, demographic changes, dependence on new product development, the mix of our products and services, supply and prices of raw materials and products, customer demand for our products and services, control of costs and expenses, our ability to obtain and maintain adequate intellectual property protection, our ability to successfully integrate acquired businesses, our ability to form and implement alliances, international growth, governmental laws and regulations affecting our U.S. and international businesses, including tax obligations and risks, product liability and intellectual property litigation losses, reimbursement levels from third-party payors, cost-containment efforts of healthcare purchasing organizations, our ability to retain the independent agents and distributors who market our products, general industry and market conditions and growth rates and general domestic and international economic conditions including interest rate and currency exchange rate fluctuations. For a further list and description of such risks and uncertainties, see our periodic reports filed with the U.S. Securities and Exchange Commission. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be set forth in our periodic reports. Readers of this document are cautioned not to place undue reliance on these forward-looking statements, since, while we believe the assumptions on which the forward-looking statements are based are reasonable, there can be no assurance that these forward-looking statements will prove to be accurate. This cautionary statement is applicable to all forward-looking statements contained in this document.