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): December 12, 2013
ZIMMER HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-16407 | 13-4151777 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(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):
| ¨ | Written communications 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)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
(d) Election of Directors
The Board of Directors (the “Board”) of Zimmer Holdings, Inc. (the “Company”), upon the recommendation of the Corporate Governance Committee, increased the size of the Board from nine members to ten members and elected Paul M. Bisaro to fill the resulting vacancy effective as of December 12, 2013, with a term to expire at the Company’s 2014 annual meeting of stockholders. In addition, the Board appointed Mr. Bisaro to the Compensation and Management Development Committee and the Corporate Governance Committee of the Board. There are no arrangements or understandings between Mr. Bisaro and any other persons pursuant to which Mr. Bisaro was appointed a director of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
As a non-employee director, Mr. Bisaro 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 25, 2013. 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. Bisaro 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 Registrant’s Current Report on Form 8-K filed July 31, 2008) | |
| 99.1 | Press Release, dated December 16, 2013, issued by the Registrant | |
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: December 18, 2013
| 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 and Officers (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed July 31, 2008) | |
| 99.1 | Press Release, dated December 16, 2013, issued by the Registrant | |
Exhibit 99.1
Contacts:
| Media |
Investors |
|||
| Jim Gill | Robert J. Marshall Jr. | |||
| 574-372-1984 | 574-371-8042 | |||
| james.gill@zimmer.com | robert.marshall@zimmer.com |
Zimmer Holdings Names Paul Bisaro to Board of Directors
(WARSAW, IN) December 16, 2013—Zimmer Holdings, Inc. (NYSE and SIX: ZMH), a global leader in musculoskeletal care, today announced that Paul Bisaro, Chairman, President and Chief Executive Officer of Actavis plc (NYSE: ACT), has been appointed to its Board of Directors.
Mr. Bisaro has served as President and Chief Executive Officer and a member of the board of directors of Actavis (formerly Watson Pharmaceuticals, Inc.), a global, integrated specialty pharmaceutical company, since 2007. He was appointed Chairman in October 2013 following the company’s acquisition of Warner Chilcott plc. During his tenure as CEO, the company’s revenues have grown from approximately $2 billion to anticipated pro forma revenue of approximately $11 billion in 2013. Actavis has global headquarters in Dublin, Ireland and U.S. administrative headquarters in Parsippany, New Jersey. The company markets products in more than 60 countries and has more than 30 manufacturing and distribution facilities around the world. In driving Actavis’ evolution, Mr. Bisaro has championed six significant acquisitions, most recently completing the acquisition of Warner Chilcott, which has transformed the Company’s U.S. brands business into the leadership position in Women’s Health and the third largest specialty pharmaceutical business in the United States. Combined, Actavis and Warner Chilcott have a portfolio of more than 25 brand pharmaceutical products in various stages of development, with approximately 16 in Women’s Health.
“Paul Bisaro brings a wealth of experience leading highly respected global pharmaceutical companies and a strong track record of growth and international expansion; his perspective as a healthcare industry veteran will be instrumental to Zimmer’s Board of Directors,” said Larry Glasscock, Chairman of the Board. “We are delighted that Paul has agreed to join the Board and we look forward to his contribution in guiding Zimmer’s long-term strategic vision.”
Prior to joining Actavis, Mr. Bisaro served as President, Chief Operating Officer and a member of the board of directors at Barr Pharmaceuticals, Inc. from 1999 to 2007, and as General Counsel from 1992 to 1999. Prior to joining Barr, Mr. Bisaro was associated with the law firm Winston & Strawn and a predecessor firm, Bishop, Cook, Purcell and Reynolds, from 1989 to 1992.
Mr. Bisaro holds a Juris Doctor from The Catholic University of America in Washington, D.C. and earned his undergraduate degree in General Studies at the University of Michigan. He currently serves on the Board of Visitors of The Catholic University of America, Columbus School of Law.
About the Company
Founded in 1927 and headquartered in Warsaw, Indiana, Zimmer designs, develops, manufactures and markets 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 2012 sales were approximately $4.5 billion. The Company is supported by the efforts of more than 9,000 employees worldwide.