Zimmer Biomet 8-K: Officer/Director Changes, Comp Arrangements

TL;DR

**Zimmer Biomet filed an 8-K about officer changes and pay, watch for details.**

AI Summary

Zimmer Biomet Holdings, Inc. filed an 8-K on January 5, 2024, to report on the departure or election of certain officers and directors, as well as compensatory arrangements for officers. This filing also included Regulation FD Disclosure and Financial Statements and Exhibits. While the filing doesn't detail specific personnel changes or compensation figures, it signals potential shifts in leadership or executive pay structures, which could impact the company's strategic direction and financial performance. Investors should monitor subsequent filings for specifics, as changes in key personnel or compensation can influence stock valuation.

Why It Matters

Changes in executive leadership or compensation can signal strategic shifts or impact investor confidence, directly affecting the company's future performance and stock price.

Risk Assessment

Risk Level: medium — The filing indicates potential changes in leadership and compensation, which can introduce uncertainty regarding future company direction and stability.

Analyst Insight

Investors should look for subsequent filings (e.g., 10-K, 10-Q, or further 8-Ks) that provide specific details on the personnel changes and compensatory arrangements mentioned, as these specifics will determine the actual impact on the company.

Key Numbers

• 2024-01-05 — Date of Report (The earliest event reported in the filing.)
• 001-16407 — Commission File Number (Unique identifier for the company's SEC filings.)
• 13-4151777 — IRS Employer Identification No. (Tax identification number for the company.)

Key Players & Entities

• ZIMMER BIOMET HOLDINGS, INC. (company) — the registrant filing the 8-K
• January 5, 2024 (date) — date of earliest event reported and filing date
• 001-16407 (dollar_amount) — Commission File Number
• 13-4151777 (dollar_amount) — IRS Employer Identification No.
• 345 East Main Street Warsaw, Indiana 46580 (company) — address of principal executive offices
• (574) 373-3333 (dollar_amount) — registrant's telephone number

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value ZBH New York Stock Exchan

Filing Documents

• d705355d8k.htm (8-K) — 32KB
• d705355dex991.htm (EX-99.1) — 9KB
• g705355g0104094827634.jpg (GRAPHIC) — 8KB
• 0001193125-24-002878.txt ( ) — 213KB
• zbh-20240105.xsd (EX-101.SCH) — 4KB
• zbh-20240105_def.xml (EX-101.DEF) — 13KB
• zbh-20240105_lab.xml (EX-101.LAB) — 22KB
• zbh-20240105_pre.xml (EX-101.PRE) — 14KB
• d705355d8k_htm.xml (XML) — 6KB

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On January 5, 2024, the Board of Directors (the "Board") of Zimmer Biomet Holdings, Inc. (the "Company"), upon the recommendation of the Corporate Governance Committee, increased the size of the Board from ten members to eleven members and appointed Louis A. Shapiro to fill the resulting vacancy, with a term to expire at the Company's 2024 annual meeting of shareholders. Mr. Shapiro has been appointed to the Audit Committee and the Quality, Regulatory and Technology Committee. There are no arrangements or understandings between Mr. Shapiro and any other person pursuant to which Mr. Shapiro was appointed a director of the Company, and Mr. Shapiro 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. Shapiro 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 30, 2023. In addition, it is expected that Mr. Shapiro 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.

01

Item 7.01 Regulation FD Disclosure. A copy of the Company's press release related to the matters discussed in this Form 8-K is attached hereto as Exhibit 99.1. The information contained in this Item 7.01 and Exhibit 99.1 hereto is being furnished and shall not be deemed to be "filed" with the Securities and Exchange Commission for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section and is not incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.

Financial Statements and Exhibits

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 issued by Zimmer Biomet Holdings, Inc., dated January 5, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

SIGNATURES

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: January 5, 2024 ZIMMER BIOMET HOLDINGS, INC. By: /s/ Chad F. Phipps Name: Chad F. Phipps Title: Senior Vice President, General Counsel and Secretary 3

View Full Filing

View this 8-K filing on SEC EDGAR