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): February 23, 2009

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 February 23, 2009, the Board of Directors (the “Board”) of Zimmer Holdings, Inc. (the “Company”), upon the recommendation of the Corporate Governance Committee, appointed Marc N. Casper to the Board, with a term to expire at the Company’s 2009 annual meeting of stockholders to be held May 4. The appointment of Mr. Casper increases the size of the Board to nine members. Mr. Casper has not been appointed to any committees of the Board at this time; however, the Company expects that he will be appointed to one or more Board committees in the future. There are no arrangements or understandings between Mr. Casper and any other persons pursuant to which Mr. Casper was appointed a director of the Company.

          As a non-employee director, Mr. Casper will participate in the non-employee director compensation arrangements described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 20, 2008. In addition, it is expected that he 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 July 31, 2008 and is incorporated herein by reference.

          A copy of the Company’s press release announcing the appointment of Mr. Casper 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 and Officers (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 31, 2008)
99.1	Press Release issued on February 27, 2009

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: February 27, 2009
	ZIMMER HOLDINGS, INC.
	By: Name:	/s/ Chad F. Phipps Chad F. Phipps
	Title:	Senior Vice President, General Counsel and
		Secretary

EXHIBIT INDEX

Exhibit No.	Description
10.1	Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 31, 2008)
99.1	Press Release issued on February 27, 2009

EX-99.1

Exhibit 99.1

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

Zimmer Holdings Names Marc Casper to Board of Directors

(WARSAW, IN) February 27, 2009—Zimmer Holdings, Inc. (NYSE and SWX: ZMH) announced today that Marc N. Casper, Executive Vice President and Chief Operating Officer of Thermo Fisher Scientific Inc., has been appointed to its Board of Directors. Thermo Fisher Scientific, the world leader in serving science, provides analytical instruments, laboratory equipment, supplies and services used in life sciences, healthcare, and environmental, industrial and safety markets. The company had 2008 revenues of $10.5 billion and has 34,000 employees around the world.

“We are delighted to welcome Marc Casper to the Zimmer board of directors,” said John L. McGoldrick, Chairman of the Board of Directors. “Marc’s record of achievement combines very successful experiences both in operations and in strategy development and we are looking forward to his contributions.”

Prior to being named Chief Operating Officer, Mr. Casper served as President of Thermo Fisher’s Analytical Technologies businesses following the merger of Thermo Electron and Fisher Scientific in 2006. He held executive positions since joining Thermo Electron in 2001. Previously, Mr. Casper served as President, Chief Executive Officer and a Director of Kendro Laboratory Products, and as President, Americas, for Dade Behring, Inc. Mr. Casper currently also serves on the board of The Advisory Board Company, a healthcare best practices research and consulting organization.

Mr. Casper earned an MBA with high distinction from Harvard Business School and is a graduate of Wesleyan University, where he received a bachelor’s degree in economics.

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 surgical products. Zimmer has operations in more than 25 countries around the world and sells products in more than 100 countries. Zimmer’s 2008 sales were approximately $4.1 billion. The Company is supported by the efforts of more than 8,500 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. For a 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.