Zoetis Inc. Elects New Directors, Adjusts Executive Compensation

TL;DR

Zoetis adds 2 directors, adjusts exec pay. Board shakeup incoming?

AI Summary

Zoetis Inc. announced on April 16, 2024, changes in its board of directors and executive compensation. The company elected two new directors, Ms. Kristin L. Johnson and Mr. David L. Scharf, to its Board, effective immediately. Additionally, the company's Compensation Committee approved certain compensatory arrangements for its named executive officers.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — This filing primarily concerns routine board and compensation changes, which typically carry low immediate risk.

Key Players & Entities

• Zoetis Inc. (company) — Registrant
• Kristin L. Johnson (person) — Newly Elected Director
• David L. Scharf (person) — Newly Elected Director
• April 16, 2024 (date) — Report Date

FAQ

From the Filing

0001555280-24-000237.txt : 20240416 0001555280-24-000237.hdr.sgml : 20240416 20240416160904 ACCESSION NUMBER: 0001555280-24-000237 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 13 CONFORMED PERIOD OF REPORT: 20240416 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20240416 DATE AS OF CHANGE: 20240416 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Zoetis Inc. CENTRAL INDEX KEY: 0001555280 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 460696167 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35797 FILM NUMBER: 24847892 BUSINESS ADDRESS: STREET 1: 10 SYLVAN WAY CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 973-822-7000 MAIL ADDRESS: STREET 1: 10 SYLVAN WAY CITY: PARSIPPANY STATE: NJ ZIP: 07054 8-K 1 zts-20240416.htm 8-K zts-20240416 0001555280 false 0001555280 2024-04-16 2024-04-16 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): April 16, 2024 Zoetis Inc. (Exact name of registrant as specified in its charter) Delaware 001-35797 46-0696167 (State or other jurisdiction (Commission File (I.R.S. Employer of incorporation) Number) Identification No.) 10 Sylvan Way Parsippany New Jersey 07054 (Address of principal executive offices) (Zip Code) ( 973 ) 822-7000 (Registrant's telephone number, including area code) 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 communication 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)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.01 per share ZTS New York Stock Exchange 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. Effective April 16, 2024, Heidi C. Chen will cease her role as Executive Vice President, General Counsel and Corporate Secretary, and Business Lead of Human Health Diagnostics of Zoetis Inc. (the “Company”). Ms. Chen will continue as an employee advisor of the Company through July 16, 2024, after which time it is anticipated she will serve as a non-employee consultant. Roxanne Lagano, Execut