Zimmer Biomet Holdings, Inc. Files Definitive Proxy Statement

Ticker: ZBH · Form: DEF 14A · Filed: Mar 27, 2024 · CIK: 1136869

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, Zimmer Biomet, Corporate Governance, Executive Compensation

TL;DR

<b>Zimmer Biomet Holdings, Inc. has filed its Definitive Proxy Statement for the period ending May 10, 2024.</b>

AI Summary

ZIMMER BIOMET HOLDINGS, INC. (ZBH) filed a Proxy Statement (DEF 14A) with the SEC on March 27, 2024. Zimmer Biomet Holdings, Inc. filed a Definitive Proxy Statement (DEF 14A) on March 27, 2024. The filing covers the period ending May 10, 2024, with a report date of May 10, 2024. The company's fiscal year ends on December 31. Zimmer Biomet Holdings, Inc. is incorporated in Delaware. The company's principal business address is 345 East Main Street, Warsaw, IN 46580.

Why It Matters

For investors and stakeholders tracking ZIMMER BIOMET HOLDINGS, INC., this filing contains several important signals. This DEF 14A filing is a standard disclosure for publicly traded companies, providing shareholders with information regarding annual meetings, director nominations, executive compensation, and other corporate governance matters. Shareholders will use this document to make informed decisions on voting matters presented at the upcoming annual meeting, including the election of directors and approval of executive compensation plans.

Risk Assessment

Risk Level: low — ZIMMER BIOMET HOLDINGS, INC. shows low risk based on this filing. The filing is a routine proxy statement, indicating no immediate material changes or significant risks are being disclosed beyond standard corporate governance information.

Analyst Insight

Review the proxy statement for details on executive compensation, director elections, and any shareholder proposals to understand the company's governance and strategic direction.

Key Numbers

Key Players & Entities

FAQ

When did ZIMMER BIOMET HOLDINGS, INC. file this DEF 14A?

ZIMMER BIOMET HOLDINGS, INC. filed this Proxy Statement (DEF 14A) with the SEC on March 27, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by ZIMMER BIOMET HOLDINGS, INC. (ZBH).

Where can I read the original DEF 14A filing from ZIMMER BIOMET HOLDINGS, INC.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by ZIMMER BIOMET HOLDINGS, INC..

What are the key takeaways from ZIMMER BIOMET HOLDINGS, INC.'s DEF 14A?

ZIMMER BIOMET HOLDINGS, INC. filed this DEF 14A on March 27, 2024. Key takeaways: Zimmer Biomet Holdings, Inc. filed a Definitive Proxy Statement (DEF 14A) on March 27, 2024.. The filing covers the period ending May 10, 2024, with a report date of May 10, 2024.. The company's fiscal year ends on December 31..

Is ZIMMER BIOMET HOLDINGS, INC. a risky investment based on this filing?

Based on this DEF 14A, ZIMMER BIOMET HOLDINGS, INC. presents a relatively low-risk profile. The filing is a routine proxy statement, indicating no immediate material changes or significant risks are being disclosed beyond standard corporate governance information.

What should investors do after reading ZIMMER BIOMET HOLDINGS, INC.'s DEF 14A?

Review the proxy statement for details on executive compensation, director elections, and any shareholder proposals to understand the company's governance and strategic direction. The overall sentiment from this filing is neutral.

How does ZIMMER BIOMET HOLDINGS, INC. compare to its industry peers?

Zimmer Biomet Holdings, Inc. operates in the orthopedic, prosthetic, and surgical appliances and supplies industry.

Are there regulatory concerns for ZIMMER BIOMET HOLDINGS, INC.?

As a public company, Zimmer Biomet is subject to SEC regulations and reporting requirements, including the filing of proxy statements.

Industry Context

Zimmer Biomet Holdings, Inc. operates in the orthopedic, prosthetic, and surgical appliances and supplies industry.

Regulatory Implications

As a public company, Zimmer Biomet is subject to SEC regulations and reporting requirements, including the filing of proxy statements.

What Investors Should Do

  1. Review executive compensation details and any proposed changes to compensation plans.
  2. Examine director nominations and qualifications for the upcoming shareholder vote.
  3. Identify any shareholder proposals and the company's recommended voting action.

Key Dates

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine disclosure. No specific comparative data from a prior filing is immediately apparent in this header information.

Filing Stats: 4,434 words · 18 min read · ~15 pages · Grade level 16 · Accepted 2024-03-27 17:00:40

Filing Documents

Executive Compensation Alignment with Shareholder Interests

Executive Compensation Alignment with Shareholder Interests As described in the following pages, in 2023 our Compensation and Management Development Committee implemented important shareholder feedback to more closely align our executive compensation with our shareholders' input. Our shareholder engagement continues to provide us valuable insights to better align executive compensation with your feedback. The Board is focused on driving robust corporate performance and total shareholder return, while encouraging critical leadership retention and enhancing employee engagement. Our strategy is reflected in all of our incentive structures and we are pleased with the significant progress Zimmer Biomet has made over the past year. We remain committed to serving your interests in 2024 and beyond, and are confident in the future of Zimmer Biomet. On behalf of the entire Board of Directors, thank you for your continued support of Zimmer Biomet. Sincerely, Christopher Begley Chairman of the Board Zimmer Biomet Holdings, Inc. 345 East Main Street Warsaw, Indiana 46580 March 27, 2024 letter from our president and chief executive officer: Dear Fellow Shareholders: I am very proud of the meaningful progress and growth driven by the Zimmer Biomet team in 2023. It was a year of significant achievements, all aimed toward serving our customers and creating shareholder value, and ultimately guided by our Mission to "alleviate pain and improve the quality of life for people around the world." In the letter to shareholders included in our 2023 Annual Report, I discuss key milestones in the year just completed, as well as key initiatives that will continue to guide us in the months and years ahead. We remain committed to delivering on our near- and long-term corporate strategy and on the innovation and execution necessary to achieve it. Thank you for your continuing support of Zimmer Biomet. Annual Meeting Matters On behalf of the Board of Directors,

Security Ownership of Directors and Executive Officers

Security Ownership of Directors and Executive Officers 25 Proposal 2 — Ratification of the Appointment of the Independent Registered Public Accounting Firm 83

Security Ownership of Certain Beneficial Owners

Security Ownership of Certain Beneficial Owners 25 26 Responsibilities of the Audit Committee Activities of the Audit Committee in 2023 26 Audit Committee Pre-Approval of Services of Independent Registered Public Accounting Firm 84 - 88 ADDITIONAL INFORMATION 27 27 Audit and Non-Audit Fees Audit Committee Report 84 Questions and Answers about the Annual Meeting and Voting 87 Delinquent Section 16(a) Reports 28 - 76

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 88 88 Other Matters Annual Report and Form 10-K 28 Proposal 3 — Advisory Vote to Approve Named 88 Incorporation by Reference Executive Officer Compensation 29 29 Compensation Discussion and Analysis Executive Summary A 1 -A 2 A- 1 Appendix A — Reconciliation of GAAP Financial Measures to Non-GAAP Financial Measures 36 37 Key Executive Compensation Program Practices Compensation Philosophy and Elements 39 Compensation Mix B1-B 7 B- 1 Appendix B — Amended Employee Stock Purchase Plan ZIMMER BIOMET HOLDINGS, INC. 345 East Main Street Warsaw, Indiana 46580 NOTICE OF ANNUA L MEETING OF SHAREHOLDERS OF ZIMMER BIOMET HOLDINGS, INC. To Be Held May 10, 2024 TIME AND DATE 8 a.m. Eastern Time on Friday, May 10, 2024 PLACE This year's meeting will be held virtually via webcast at www.virtualshareholdermeeting.com/ZBH2024 . Your Vote Is Important. Even if you plan to attend the virtual annual meeting, we urge you to review the proxy statement and vote your shares as soon as possible. ITEMS OF BUSINESS VOTE IN ADVANCE OF THE MEETING: Elect 10 directors to serve until the 2025 annual meeting of shareholders Ratify the appointment of PricewaterhouseCoopers LLP ("PwC") as our independent registered public accounting firm for 2024 Approve, on a non-binding advisory basis, named executive officer compensation ("Say on Pay") Approve the amended Employee Stock Purchase Plan Transact such other business as may properly come before the meeting and any postponement(s) or adjournment(s) thereof RECORD DATE March 11, 2024 By Order of the Board of Directors Chad F. Phipps Senior Vice President, General Counsel and Secretary March 27, 2024 INTERNET Visit www.proxyvote.com TELEPHONE Call 1-800-690-6903 MAIL Mark, sign, date and promptly mail your proxy card or voting instruction form VOTE ONLINE DURING THE MEETING: INTERNET Vote through the virtual meeting pla

Executive Compensation Best Practices

Executive Compensation Best Practices What We Do Pay for performance Require robust stock ownership guidelines Require termination of employment in connection with a change in control for accelerated equity vesting (double trigger) Require non-competition agreement for equity award eligibility Require shares received upon equity award vesting to be retained in accordance with stock ownership guidelines - an accounting restatement due to material noncompliance with financial reporting requirements under the securities laws (as to performance-based cash bonuses and equity-based incentives) - certain violations of our Code of Business Conduct and Ethics or other conduct deemed detrimental to the interests of the company (as to equity-based incentives) What We Don't Do x Offer employment contracts to our executives, except as required in non-U.S. jurisdictions x Pay dividends or accrue dividend equivalents on unearned performance-based equity awards x Provide excise tax gross-ups in new change in control severance agreements (since 2009) x Allow hedging or pledging of company securities x Reprice or exchange underwater stock options without shareholder approval Prop osal 4 – Approval of the Amended Employee Stock Purchase Plan Our Board recommends a vote FOR this proposal Amendments would increase the number of shares available for awards by 10,000,000 shares Zimmer Biomet 4 CORPORATE GOVERNANCE CORPORAT E GOVERNANCE Every day, the Zimmer Biomet team works towards our mission of alleviating pain and improving quality of life for people around the world. We are committed to effective corporate governance, adhere to world-class integrity and ethical business practices and strive for the highest standards of patient safety and quality in our products and services. Our business is managed under the direction of our Board of Dir

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