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OFFON

ZIMMER BIOMET HOLDINGS, INC.

(ZBH)
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ZIMMER BIOMET HOLDINGS, INC. : Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

05/20/2021 | 04:18pm EDT

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

At the annual meeting of shareholders of Zimmer Biomet Holdings, Inc. (the "Company") held on May 14, 2021 (the "Annual Meeting"), the Company's shareholders approved: (i) the amended Zimmer Biomet Holdings, Inc. 2009 Stock Incentive Plan (the "2009 Plan"); (ii) the amended Zimmer Biomet Holdings, Inc. Stock Plan for Non-Employee Directors (the "Director Stock Plan"); and (iii) the amended Zimmer Biomet Holdings, Inc. Deferred Compensation Plan for Non-Employee Directors (the "Deferred Compensation Plan"). In February 2021, the Board of Directors of the Company approved amendments to each of such plans and directed that the amended plans be submitted to shareholders of the Company for approval at the Annual Meeting.

The amendments to the 2009 Plan include:



     •    increasing the number of shares available for issuance pursuant to awards
          under the plan by 5.8 million shares;



• eliminating provisions that no longer apply or are not used;

• extending the term of the plan by eight years to May 31, 2032; and

• making certain other clarifying changes.

A more complete description of the terms of the amended 2009 Plan can be found in "Proposal 4-Approval of the Amended 2009 Stock Incentive Plan" in the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 31, 2021 (the "Proxy Statement"), which description is incorporated by reference herein. The foregoing description and the description incorporated by reference from the Proxy Statement are qualified in their entirety by reference to the full text of the amended 2009 Plan, a copy of which is filed as Exhibit 10.1 to this report.

The amendments to the Director Stock Plan include:



     •    replacing the existing $300,000 annual limit on equity-based compensation
          with a $700,000 annual limit on total compensation (including both cash
          and equity-based compensation);



• eliminating provisions that no longer apply or are not used;

• extending the term of the plan by 10 years to December 31, 2032; and

• making certain other clarifying changes.

A more complete description of the terms of the amended Director Stock Plan can be found in "Proposal 5-Approval of the Amended Stock Plan for Non-Employee Directors" in the Proxy Statement, which description is incorporated by reference herein. The foregoing description and the description incorporated by reference from the Proxy Statement are qualified in their entirety by reference to the full text of the amended Director Stock Plan, a copy of which is filed as Exhibit 10.2 to this report.

The amendments to the Deferred Compensation Plan include:

• eliminating provisions that no longer apply or are not used;

• extending the term of the plan by 10 years to December 31, 2032; and

• making certain other clarifying changes.

A more complete description of the terms of the amended Deferred Compensation Plan can be found in "Proposal 6-Approval of the Amended Deferred Compensation Plan for Non-Employee Directors" in the Proxy Statement, which description is incorporated by reference herein. The foregoing description and the description incorporated by reference from the Proxy Statement are qualified in their entirety by reference to the full text of the amended Deferred Compensation Plan, a copy of which is filed as Exhibit 10.3 to this report.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year

At the Annual Meeting, the Company's shareholders approved amendments (the "Amendment") to the Company's Restated Certificate of Incorporation (the "Charter"). The amendments became effective on May 17, 2021, when the Company filed a Certificate of Amendment to the Charter with the Secretary of State of the State of Delaware. The Charter was then restated to reflect the Amendment and was filed with the Secretary of State of the State of Delaware on May 17, 2021.

--------------------------------------------------------------------------------

The Amendment amended Article V of the Charter to permit a shareholder or group of shareholders owning an aggregate net long position of at least 15% of the Company's outstanding common stock to call a special meeting of shareholders, subject to certain limitations. The foregoing description of the Amendment is qualified in its entirety by reference to the text of the Certificate of Amendment and the Restated Certificate of Incorporation of the Company as amended by the Certificate of Amendment, copies of which are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.

Upon the filing of the Amendment with the Secretary of State of the State of Delaware on May 17, 2021, corresponding amendments to the Company's Restated Bylaws ("Bylaws") also became effective. These amendments had been approved by the Company's Board of Directors, contingent upon shareholder approval of the Amendment at the Annual Meeting. Section 2.02 of Article II of the Bylaws was amended to include procedural requirements for shareholders seeking to call a special meeting, including advance notice provisions and information requirements; to specify business that may be transacted at a special meeting; to provide guidelines on scheduling of proposed special meeting dates; to include technical provisions addressing multiple meeting requests and revocation of requests; and to set forth limitations and other requirements. Other sections in Article II of the Bylaws were amended to align with the changes made to Section 2.02, including related to advance notice provisions and director nomination matters. The foregoing description of the amendments to the Bylaws is qualified in its entirety by reference to the text of the Bylaws, as amended and restated on May 17, 2021, a copy of which is attached hereto as Exhibit 3.3 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its annual meeting of shareholders on May 14, 2021. Shareholders took the following actions:



     •    elected ten (10) directors for one-year terms ending at the 2022 annual
          meeting of shareholders (Proposal 1);




     •    ratified the Audit Committee's appointment of PricewaterhouseCoopers LLP
          as the Company's independent registered public accounting firm for 2021
          (Proposal 2);




     •    approved, on an advisory basis, the compensation of the Company's named
          executive officers as disclosed in the Company's proxy statement
          (Proposal 3);




  •   approved the amended 2009 Stock Incentive Plan (Proposal 4);




  •   approved the amended Stock Plan for Non-Employee Directors (Proposal 5);




     •    approved the amended Deferred Compensation Plan for Non-Employee
          Directors (Proposal 6); and




     •    approved amendments to the Company's Restated Certificate of
          Incorporation to permit shareholders to call a special meeting (Proposal
          7).

The vote tabulation for each proposal follows:

Proposal 1 - Election of Directors



Nominee                     For        Against     Abstain    Broker Non-Votes
Christopher B. Begley   167,627,632   3,557,830    148,065       13,440,641
Betsy J. Bernard        164,227,485   6,972,467    133,575       13,440,641
Michael J. Farrell      168,633,366   2,544,467    155,694       13,440,641
Robert A. Hagemann      166,127,597   5,048,187    157,743       13,440,641
Bryan C. Hanson         163,561,559   6,740,995   1,030,973      13,440,641
Arthur J. Higgins       164,688,250   6,483,420    161,857       13,440,641
Maria Teresa Hilado     167,790,994   3,406,848    135,685       13,440,641
Syed Jafry              168,718,696   2,461,506    153,325       13,440,641
Sreelakshmi Kolli       170,795,360    394,682     143,485       13,440,641
Michael W. Michelson    168,714,363   2,459,852    159,312       13,440,641


Proposal 2 - Ratification of the Appointment of the Independent Registered
Public Accounting Firm



    For        Against    Abstain   Broker Non-Votes
178,406,959   6,211,816   155,393          0

--------------------------------------------------------------------------------

Proposal 3 - Advisory Vote to Approve Named Executive Officer Compensation ("Say on Pay")

For Against Abstain Broker Non-Votes 158,537,741 12,353,884 441,902 13,440,641

Proposal 4 - Approval of the amended 2009 Stock Incentive Plan

For Against Abstain Broker Non-Votes 162,003,875 8,852,193 477,459 13,440,641

Proposal 5 - Approval of the amended Stock Plan for Non-Employee Directors

For Against Abstain Broker Non-Votes 164,075,308 6,774,584 483,635 13,440,641

Proposal 6 - Approval of the Deferred Compensation Plan for Non-Employee Directors

For Against Abstain Broker Non-Votes 168,534,849 2,297,875 500,803 13,440,641

Proposal 7 - Approval of amendments to the Company's Restated Certificate of Incorporation to permit shareholders to call a special meeting



    For       Against   Abstain   Broker Non-Votes
170,405,098   687,526   240,903      13,440,641

Item 9.01 Financial Statements and Exhibits.



(d)  Exhibits



Exhibit
  No.       Description

 3.1          Certificate of Amendment of Restated Certificate of Incorporation of
            Zimmer Biomet Holdings, Inc., dated May 17, 2021

 3.2          Restated Certificate of Incorporation of Zimmer Biomet Holdings,
            Inc., dated May 17, 2021

 3.3          Restated Bylaws of Zimmer Biomet Holdings, Inc., dated May 17, 2021


10.1          Zimmer Biomet Holdings, Inc. 2009 Stock Incentive Plan (As Amended
            on May 14, 2021)

10.2          Zimmer Biomet Holdings, Inc. Stock Plan for Non-Employee Directors
            (As Amended on May 14, 2021)

10.3          Zimmer Biomet Holdings, Inc. Deferred Compensation Plan for
            Non-Employee Directors (As Amended on May 14, 2021)

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses

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