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.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. 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)
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