Zoetis Inc. Files 8-K on Director Changes and Compensation
Ticker: ZTS · Form: 8-K · Filed: May 23, 2024 · CIK: 1555280
| Field | Detail |
|---|---|
| Company | Zoetis Inc. (ZTS) |
| Form Type | 8-K |
| Filed Date | May 23, 2024 |
| Risk Level | low |
| Pages | 4 |
| Reading Time | 4 min |
| Key Dollar Amounts | $0.01 |
| Sentiment | neutral |
Sentiment: neutral
Topics: corporate-governance, executive-compensation, board-of-directors
TL;DR
Zoetis filed an 8-K detailing director changes and executive comp. Watch for governance shifts.
AI Summary
Zoetis Inc. filed an 8-K on May 21, 2024, reporting on several key corporate events. These include the departure of a director, the election of new directors, and updates to executive compensatory arrangements. The filing also addresses amendments to the company's articles of incorporation or bylaws and the submission of matters to a vote of security holders.
Why It Matters
Changes in board composition and executive compensation can signal shifts in company strategy or governance, impacting investor confidence and future performance.
Risk Assessment
Risk Level: low — This filing is routine corporate housekeeping and does not indicate any immediate financial distress or significant operational changes.
Key Players & Entities
- Zoetis Inc. (company) — Registrant
- May 21, 2024 (date) — Date of earliest event reported
FAQ
Who departed from Zoetis Inc.'s board of directors?
The filing indicates the departure of a director, but the specific name is not provided in the provided text.
When was the earliest event reported in this 8-K filing?
The earliest event reported was on May 21, 2024.
What are the main items covered in this 8-K filing?
The filing covers the departure of directors, election of directors, compensatory arrangements of certain officers, amendments to articles of incorporation or bylaws, and submission of matters to a vote of security holders.
What is Zoetis Inc.'s state of incorporation?
Zoetis Inc. is incorporated in Delaware.
What is the principal executive office address for Zoetis Inc.?
The address is 10 Sylvan Way, Parsippany, New Jersey 07054.
Filing Stats: 1,122 words · 4 min read · ~4 pages · Grade level 10.7 · Accepted 2024-05-23 06:43:55
Key Financial Figures
- $0.01 — ich registered Common Stock, par value $0.01 per share ZTS New York Stock Exchange
Filing Documents
- zts-20240521.htm (8-K) — 66KB
- exhibit31zoetis-restatedch.htm (EX-3.1) — 27KB
- 0001555280-24-000257.txt ( ) — 244KB
- zts-20240521.xsd (EX-101.SCH) — 2KB
- zts-20240521_def.xml (EX-101.DEF) — 3KB
- zts-20240521_lab.xml (EX-101.LAB) — 26KB
- zts-20240521_pre.xml (EX-101.PRE) — 15KB
- zts-20240521_htm.xml (XML) — 3KB
03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On May 22, 2024, the shareholders of the Company voted at the Annual Meeting to approve an amendment to the Company's Restated Certificate of Incorporation (the "Certificate") to provide for the exculpation of certain officers as permitted by the Delaware General Corporation Law (the "Officer Exculpation Amendment"). The Officer Exculpation Amendment became effective upon the filing of a Restated Certificate of Incorporation (the "Restated Certificate") with the Secretary of State of the State of Delaware on May 22, 2024. The foregoing description is qualified in its entirety by reference to the full text of the Restated Certificate, which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
07. Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders. As discussed under Item 5.03 of this Current Report on Form 8-K, on May 22, 2024, the Company held the Annual Meeting. At the Annual Meeting, the Company's shareholders voted on five proposals, each of which is described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 10, 2024 (the "Proxy Statement"). There were 409,814,618 shares of common stock present at the Annual Meeting in person or by proxy, which represented 89.68% of the voting power of the shares of common stock entitled to vote at the Annual Meeting, and which constituted a quorum for the transaction of business. Holders of the Company's common stock were entitled to one vote for each share held as of the close of business on March 28, 2024 (the "Record Date"). The shareholders of the Company voted on the following proposals at the Annual Meeting: 1. To elect twelve directors, all of whom are currently serving on the Company's Board of Directors, each to serve for a one-year term until the 2025 Annual Meeting of Shareholders or until each director's successor has been elected and qualified, or until each director's earlier death, resignation or removal. 2. A non-binding advisory vote on the compensation program for the Company's named executive officers as disclosed in the Proxy Statement. 3. To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024. 4. To approve the Officer Exculpation Amendment to the Company's Certificate. 5. To approve a shareholder proposal regarding our director resignation policy. The voting results for each of these proposals are detailed below. 1. Election of Directors Nominee Votes For Votes Against Abstentions Broker Non-Votes Paul M. Bisaro 383,022,726 3,222,810 469,213 23,099,869 Vanessa Broadhurst 383,268,965 2,987,544 458,240 23,099,869 Fra
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Restated Certificate of Incorporation of Zoetis Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE 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. ZOETIS INC. Dated: May 23, 2024 By: /s/ Roxanne Lagano Roxanne Lagano Executive Vice President, General Counsel and Corporate Secretary