UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 18, 2021, the Board of Directors (the “Board”) of Zimmer Biomet Holdings, Inc. (the “Company”), upon the recommendation of the Corporate Governance Committee, increased the size of the Board from eleven members to twelve members and appointed Sreelakshmi Kolli to fill the resulting vacancy, with a term to expire at the Company’s 2021 annual meeting of shareholders to be held on May 14, 2021 (the “2021 Annual Meeting”). Ms. Kolli has not been appointed to any committees of the Board at this time; however, the Company expects that Ms. Kolli will be appointed to the Audit Committee and the Quality, Regulatory and Technology Committee in the near future. There are no arrangements or understandings between Ms. Kolli and any other person pursuant to which Ms. Kolli was appointed a director of the Company, and Ms. Kolli has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
As a non-employee director, Ms. Kolli will participate in the non-employee director compensation arrangements described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 25, 2020. In addition, it is expected that Ms. Kolli will execute the Company’s standard form of non-employee director indemnification agreement. The form of the indemnification agreement was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 31, 2008 and is incorporated herein by reference.
Due to the Company’s mandatory retirement policy, Larry C. Glasscock, the Company’s Chairman of the Board, is not eligible for nomination by the Board for election as a director at the 2021 Annual Meeting and will retire from the Board. The Board, upon the recommendation of the Corporate Governance Committee, has appointed Bryan C. Hanson, the Company’s Chief Executive Officer and a director, as the Chairman of the Board, effective on May 13, 2021, the day prior to the 2021 Annual Meeting. Additionally, Christopher B. Begley has been designated to serve as the Lead Independent Director of the Board, effective upon the commencement of Mr. Hanson’s service as Chairman.
On February 18, 2021, Gail K. Boudreaux, a member of the Board since 2012, informed the Board that she does not intend to stand for reelection at the 2021 Annual Meeting. Ms. Boudreaux’s decision not to stand for reelection is not the result of any disagreement with the Company. Ms. Boudreaux will continue to serve as a director and as a member of each of the Audit Committee and the Corporate Governance Committee of the Board until her current term expires at the 2021 Annual Meeting. The Board has taken action to reduce its size to ten members effective upon the expiration of Mr. Glasscock’s and Ms. Boudreaux’s terms as directors.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On February 19, 2021, the Board approved and adopted Restated Bylaws to amend Section 3.10 to permit the Chairman of the Board to be an officer of the Company or a non-executive Chairman, as determined by the Board of Directors. The Restated Bylaws also include certain other ministerial changes.
The foregoing summary of the Restated Bylaws is qualified in its entirety by reference to the full text of the Restated Bylaws, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
A copy of the Company’s press release related to the matters discussed in this Form 8-K is attached hereto as Exhibit 99.1. The information contained in this Item 7.01 and Exhibit 99.1 hereto is being furnished and shall not be deemed to be “filed” with the Securities and Exchange Commission for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section and is not incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit |
Description | |
| 3.1 | Restated Bylaws of Zimmer Biomet Holdings, Inc., dated February 19, 2021 | |
| 10.1 | Form of Indemnification Agreement with Non-Employee Directors and Officers (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed July 31, 2008) | |
| 99.1 | Press Release issued by Zimmer Biomet Holdings, Inc., dated February 22, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
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.
Dated: February 22, 2021
| ZIMMER BIOMET HOLDINGS, INC. | ||
| By: | /s/ Chad F. Phipps | |
| Name: | Chad F. Phipps | |
| Title: | Senior Vice President, General Counsel and Secretary | |