Zoetis Inc. Files Supplemental Proxy Materials for May 22 Meeting

TL;DR

Zoetis dropped more proxy info for the May 22nd shareholder meeting. Vote wisely.

AI Summary

Zoetis Inc. filed a Definitive Additional Materials filing (DEFA14A) on May 8, 2024, supplementing its proxy statement for the Annual Meeting of Shareholders on May 22, 2024. This filing provides additional information to shareholders ahead of the meeting, which will cover standard corporate governance matters.

Why It Matters

This filing provides shareholders with updated or additional information relevant to their voting decisions at the upcoming annual meeting, ensuring transparency in corporate governance.

Risk Assessment

Risk Level: low — This is a routine supplemental proxy filing, providing additional information to shareholders for an upcoming meeting, and does not indicate any unusual risks.

Key Players & Entities

• Zoetis Inc. (company) — Registrant and filer of the proxy statement
• May 22, 2024 (date) — Date of the 2024 Annual Meeting of Shareholders
• May 8, 2024 (date) — Date of the supplemental filing

FAQ

From the Filing

0001104659-24-058858.txt : 20240508 0001104659-24-058858.hdr.sgml : 20240508 20240508171327 ACCESSION NUMBER: 0001104659-24-058858 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20240508 DATE AS OF CHANGE: 20240508 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: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-35797 FILM NUMBER: 24927473 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 DEFA14A 1 tm2413852d2_defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ¨ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement x Definitive Additional Materials ¨ Soliciting Material under §240.14a-12 Zoetis Inc (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): x No fee required. ¨ Fee paid previously with preliminary materials. ¨ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. SUPPLEMENT NO. 2 TO PROXY STATEMENT ANNUAL MEETING OF SHAREHOLDERS MAY 22, 2024 May 8, 2024 Dear Fellow Shareholders: In advance of our 2024 Annual Meeting of Shareholders scheduled for May 22, 2024 (the “2024 Annual Meeting”), I am writing to you once again on behalf of the Board of Directors (the “Board”) of Zoetis Inc. (“Zoetis”) to address a recommendation by proxy advisory firm Institutional Shareholder Services (“ISS”) to vote against Louise M. Parent, director and Chair of our Corporate Governance and Sustainability Committee and to reaffirm the Board’s sincere and longstanding commitment to shareholder accountability and responsiveness. As noted in our first supplement to the proxy statement dated May 6, 2024 (the “Supplement No. 1”), shareholders voted on two proposals at the 2023 Annual Meeting of Shareholders (the “2023 Annual Meeting”) regarding the adoption of special meeting rights: (i) a management proposal implementing a special meeting right with a 25% threshold and (ii) a shareholder proposal, submitted by John Chevedden, requesting the Board implement a special meeting right with a 10% threshold (the “Chevedden Proposal”). During the months prior to the 2023 Annual Meeting, we conducted extensive outreach and engagement to our shareholder base with the goal of proactively responding to shareholder expectations on special meeting rights. As noted in Supplement No. 1, our shareholders strongly indicated a preference for a special meeting right with a 25% threshold. Consequently, instead of waiting on the outcome of the Chevedden Proposal, we decided to take the initiative by proposing a special meeting right with a threshold that we believed reflected the majority view of our shareholder base. The vote outcomes on the proposals appeared to support our understanding that our shareholder base strongly preferred a special meeting right with a 25% threshold: over 99% of the votes cast (abstentions excluded) supported the management proposal compared to just over 52% of the votes cast (abstentions excluded) that supported the Chevedden Proposal. Our largest shareholder Vanguard also featured our engagement efforts and responsive actions in th