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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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:
Securities registered pursuant to Section 12(b) of the Act:
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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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the annual meeting of shareholders of Zimmer Biomet Holdings, Inc. (the “Company”) held on May 10, 2024 (the “Annual Meeting”), the Company’s shareholders approved the amended Zimmer Biomet Holdings, Inc. Employee Stock Purchase Plan (the “ESPP”). In February 2024, the Board of Directors of the Company approved proposed amendments to the ESPP and directed that the amended ESPP be submitted to shareholders of the Company for approval at the Annual Meeting. The amendments to the ESPP:
A more complete description of the terms of the amended ESPP can be found in “Proposal 4—Approval of the Amended Employee Stock Purchase Plan” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 27, 2024. The foregoing description of the amended ESPP is qualified in its entirety by reference to the full text of the amended ESPP, a copy of which is filed as Exhibit 10.1 to this report.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting of shareholders on May 10, 2024. Shareholders took the following actions:
The vote tabulation for each proposal follows:
Proposal 1 – Election of Directors
Nominee |
For |
Against |
Abstain |
Broker Non-Votes |
Christopher B. Begley |
164,724,972 |
7,333,022 |
226,677 |
14,430,099 |
Betsy J. Bernard |
162,760,822 |
9,396,081 |
127,768 |
14,430,099 |
Michael J. Farrell |
167,518,122 |
4,633,274 |
133,275 |
14,430,099 |
Robert A. Hagemann |
162,464,750 |
9,591,079 |
228,842 |
14,430,099 |
Arthur J. Higgins |
166,306,021 |
5,846,729 |
131,921 |
14,430,099 |
Maria Teresa Hilado |
169,774,488 |
2,389,765 |
120,418 |
14,430,099 |
Syed Jafry |
170,362,310 |
1,786,113 |
136,248 |
14,430,099 |
Sreelakshmi Kolli |
162,271,545 |
9,878,950 |
134,176 |
14,430,099 |
Louis Shapiro |
171,579,592 |
573,252 |
131,827 |
14,430,099 |
Ivan Tornos |
169,580,110 |
2,565,650 |
138,911 |
14,430,099 |
Proposal 2 – Ratification of the Appointment of the Independent Registered Public Accounting Firm
For |
Against |
Abstain |
Broker Non-Votes |
180,021,848 |
6,535,348 |
157,574 |
0 |
Proposal 3 – Advisory Vote to Approve Named Executive Officer Compensation
For |
Against |
Abstain |
Broker Non-Votes |
156,440,914 |
15,603,941 |
239,816 |
14,430,099 |
Proposal 4 – Approval of the Amended Employee Stock Purchase Plan
For |
Against |
Abstain |
Broker Non-Votes |
171,503,181 |
603,453 |
178,037 |
14,430,099 |
Item 9.01 Financial Statements and Exhibits.
EXHIBIT INDEX |
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Exhibit No. |
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Description |
10.1 |
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Zimmer Biomet Holdings, Inc. Employee Stock Purchase Plan (as amended on May 10, 2024) |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: May 15, 2024
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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 |
Exhibit 10.1
ZIMMER BIOMET HOLDINGS, INC.
EMPLOYEE STOCK PURCHASE PLAN
(As amended and restated effective May 10, 2024)
Section 1. Designation and Purpose. The name of this Plan is the Zimmer Biomet Holdings, Inc. Employee Stock Purchase Plan. The purpose of the Plan is to provide Employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company. The Plan is intended to qualify as an "Employee Stock Purchase Plan" under Code Section 423. The provisions of the Plan will, accordingly, be construed so as to extend and limit participation in a manner within the requirements of that section of the Code. However, the Company makes no undertaking or representation to maintain such qualification. In addition, this Plan authorizes the grant of options and issuance of Common Stock that do not qualify under Code Section 423 pursuant to rules, procedures, agreements, appendices, or sub-plans adopted by the Committee for such purpose, including, without limitation, to achieve desired tax or other objectives in particular locations outside the United States.
For purposes of this Plan and with respect to the Code Section 423 component of the Plan, unless the Committee otherwise determines, each Designated Subsidiary (as defined in Section 2(l) below) shall be deemed to participate in a separate offering from the Company or any other Designated Subsidiary, provided that the terms of participation within any such offering are the same for all Employees in such offering, as determined under Code Section 423.
Section 2. Definitions. As used in the Plan, the following terms, when capitalized, have the following meanings:
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Section 3. Eligibility.
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Section 4. Participation. An Employee may become a Participant in the Plan by completing a subscription agreement that authorizes payroll deductions and any other required documents ("Enrollment Documents") provided by the Committee or its designee and submitting them to the Committee (or its designee) or the Designated Broker, pursuant to the rules prescribed by the Committee, during the 30-day period prior to the applicable Offering Date, unless a different time for submission of the Enrollment Documents is set by the Board or the Committee for all Employees with respect to a given offering. The Enrollment Documents will set forth the amount of the Participant's Compensation, up to one hundred percent (100%) or such lower limit as is designated by the Committee, that the Participant elects to be paid as Contributions pursuant to the Plan. The Committee may provide for a separate election (of a different percentage) for a specified item or items of Compensation, (on a uniform and nondiscriminatory basis for purposes of the Code Section 423 component of the Plan). In countries where payroll deductions are not feasible, or as otherwise determined necessary for legal or administrative reasons, the Committee may permit an Employee to participate in the Plan by an alternative means, such as by check, subject to compliance with Code Section 423(b) with respect to an offering under the Code Section 423 component of the Plan.
Section 5. Method of Payment of Contributions.
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Section 6. Participant Purchases and Common Stock Accounts. On each Purchase Date, each Participant will be deemed, without further action, to have elected to purchase Shares with the entire balance in the Participant's Payroll Deduction Account, and the Designated Broker will credit the purchased Shares to the Participant's Common Stock Account.
Section 7. Limitation on Purchases. Participant purchases are subject to the following limitations:
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Section 8. Withdrawal from Participation.
Section 9. Stock Purchases by Designated Broker. As of each Purchase Date, the Designated Broker will acquire, using the accumulated balances of all Participants' Payroll Deduction Accounts, Shares to be credited to those Participants' Common Stock Accounts.
Section 10. Common Stock Account Withdrawals. Except as otherwise provided in this Section, upon 14 days advance written notice to the Designated Broker (or upon such other notice period as may be prescribed by the Designated Broker or the Company), a Participant may elect to withdraw the assets in the Participant's Common Stock Account.
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Notwithstanding the foregoing, the Committee may require that Shares credited to a Participant's Common Stock Account be retained by the Designated Broker for a designated period of time and may restrict dispositions during that period, and/or the Committee may establish other procedures to permit tracking of disqualifying dispositions of the Shares or to restrict transfer of the Shares.
Section 11. Cessation of Participation. If a Participant dies or terminates employment, the Participant will cease to participate in the Plan, the Company or its designee will refund the balance in the Participant's Payroll Deduction Account, and the Designated Broker will distribute the assets in the Participant's Common Stock Account.
Notwithstanding the foregoing, if a Participant dies or terminates employment, the Committee may require that Shares credited to the Participant's or Beneficiary's Common Stock Account be retained by the Designated Broker for a designated period of time and may restrict dispositions during that period, and/or the Committee may establish other procedures to permit tracking of disqualifying dispositions of the Shares or to restrict transfer of the Shares.
Section 12. Designation of Beneficiary. Each Payroll Deduction Account and each Common Stock Account will be in the name of the Participant. To the extent permitted by the Committee, a Participant may designate a Beneficiary to receive the Participant's interests in both accounts in the event of the Participant's death by complying with procedures prescribed by the Committee. If a Participant is married and the designated Beneficiary is not the spouse, spousal
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consent may be required for such designation to be effective. A Participant may change a Beneficiary designation (with spousal consent if necessary) at any time by complying with the procedures prescribed by the Committee. If a Participant dies without having designated a Beneficiary, or if the Beneficiary does not survive the Participant, the Participant's estate will be the Participant's Beneficiary.
Section 13. Administration of the Plan. The Plan will be administered by the Committee, consisting of not less than three members appointed by the Board.
Section 14. Non-U.S. Sub-Plans. The Committee may adopt such rules, procedures, agreements, appendices, or sub-plans (collectively, "Sub-Plans") relating to the operation and administration of the Plan to accommodate local laws, customs and procedures for jurisdictions outside of the United States, the terms of which Sub-Plans may take precedence over other provisions of this Plan, with the exception of Section 17 hereof, but unless otherwise superseded by the terms of such Sub-Plan, the provisions of this Plan will govern the operation of such Sub-Plan. To the extent inconsistent with the requirements of Code Section 423(b), any such Sub-Plan will be considered part of an offering under the non-Code Section 423 component of the Plan, and options granted thereunder will not be required by the terms of the Plan to comply with Code Section 423(b). Without limiting the generality of the foregoing, the Committee is authorized to adopt Sub-Plans for particular non-U.S. jurisdictions that modify or supplement
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the terms of the Plan to meet applicable local requirements, customs or procedures regarding, without limitation, (a) eligibility to participate, (b) the definition of Compensation, (c) the dates and duration of Offering Periods or other periods during which Participants may make Contributions towards the purchase of Shares, (d) the method of determining the Purchase Price and the discount from Fair Market Value at which Shares may be purchased, (e) the handling of payroll deductions, (f) establishment of bank, building society or trust accounts to hold Contributions, (g) payment of interest, (h) obligations to pay payroll tax, (i) determination of beneficiary designation requirements, (j) withholding procedures and (k) handling of Share issuances.
Section 15. Taxes. At the time a Participant's option is exercised, in whole or in part, or at the time a Participant disposes of some or all of the Shares acquired under the Plan, the Participant will make adequate provision for any Tax-Related Items. In their sole discretion, and except as otherwise determined by the Committee, the Company or the Designated Subsidiary that employs the Participant may satisfy their obligations to withhold Tax-Related Items by (a) withholding from the Participant's wages or other compensation, (b) withholding a sufficient number of Shares otherwise issuable following purchase having an aggregate Fair Market Value sufficient to pay the Tax-Related Items required to be withheld with respect to the Shares, (c) withholding from proceeds from the sale of Shares issued upon purchase, either through a voluntary sale or a mandatory sale arranged by the Company, or (d) any other method deemed acceptable by the Committee and permitted under applicable law.
Section 16. Rights Not Transferable. Rights under the Plan are not transferable by a Participant.
Section 17. Shares Reserved for the Plan. Subject to the following sentence and any adjustments as provided in Section 18, the maximum number of Shares that will be made available for purchase under the Plan as of May 10, 2024 will be 13,000,000 Shares. For avoidance of doubt, up to the maximum number of Shares reserved under this Section 17 may be used to satisfy purchases of Shares under the Code Section 423 component of the Plan and any remaining portion of such maximum number of Shares may be used to satisfy purchases of Shares under the non-Code Section 423 component.
Section 18. Change in Capital Structure. Despite anything in the Plan to the contrary, the Committee may take the following actions without the consent of any Participant or Beneficiary, and the Committee's determination will be conclusive and binding on all persons for all purposes.
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Section 19. Amendment of the Plan. The Board may at any time, or from time to time, amend the Plan in any respect. The stockholders of the Company, however, must approve any amendment that would increase the number of Shares that may be issued under the Plan (other than an increase merely reflecting a change in capitalization of the Company pursuant to Section 18) or a change in the designation of any corporations (other than a Subsidiary) whose employees become Employees under the Plan.
Section 20. Termination of the Plan. The Plan and all rights of Employees and Beneficiaries under the Plan will terminate:
In the event that the Plan terminates under circumstances described in (a) above, reserved Shares remaining as of the termination date will be credited to Participants' Common Stock Accounts on a prorata basis. Upon termination of the Plan, each Participant will receive the balance in the Participant's Payroll Deduction Account and all Shares in the Participant's Common Stock Account.
Section 21. Indemnification of Committee. Service on the Committee will constitute service as a director of the Company so that members of the Committee will be entitled to indemnification and reimbursement as directors of the Company pursuant to its Certificate of Incorporation and Bylaws.
Section 22. Government Regulations. The Plan, the grant and exercise of the rights to purchase Shares under the Plan, and the Company's or Designated Broker's obligation to sell and deliver Shares upon the exercise of rights to purchase Shares, will be subject to all applicable federal, state and foreign laws, rules and regulations, and to such approvals by any regulatory or government agency as may, in the opinion of counsel for the Company, be required.
Section 23. Reports. Statements of account will be provided to Participants by the Committee or the Designated Broker at least annually, which statements will set forth the amounts of Contributions, the per Share Purchase Price, the number of Shares purchased and credited to Participants' Common Stock Accounts, and the remaining cash balance, if any, in Participants' Payroll Deduction Accounts.
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Section 24. Governing Law. Except to the extent that provisions of this Plan are governed by applicable provisions of the Code or any other substantive provision of United States federal law, this Plan will be governed by and construed in accordance with the internal laws of the state of Indiana without giving effect to the conflict of laws principles thereof.
Section 25. Tax Qualification. Although the Company may endeavor to (a) qualify an option to purchase Shares for favorable tax treatment under the laws of the United States or jurisdictions outside of the United States or (b) avoid adverse tax treatment (e.g., under Code Section 409A), the Company makes no representation to that effect and expressly disavows any covenant to maintain favorable or avoid unfavorable tax treatment, notwithstanding anything to the contrary in this Plan. The Company will be unconstrained in its corporate activities without regard to the potential negative tax impact on Participants under the Plan.
Section 26. Effective Date. This Plan as amended and restated by the Board on February 20, 2024, shall be effective upon its approval by the stockholders of the Company at the Company's annual meeting of stockholders in 2024.
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