ZIMMER BIOMET HOLDINGS, INC. (NYSE:ZBH) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02

On August 3, 2018, 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 nine members to eleven members and appointed Maria Teresa (Tessa) Hilado and Syed Jafry to fill the resulting vacancies, each with a term to expire at the Company’s 2019 annual meeting of shareholders. Neither Ms.Hilado nor Mr.Jafry has been appointed to any committees of the Board at this time; however, the Company expects that Ms. Hilado will be appointed to the Audit Committee and the Corporate Governance Committee, and that Mr. Jafry will be appointed to the Compensation and Management Development Committee and the Quality, Regulatory and Technology Committee in the near future. There are no arrangements or understandings between Ms.Hilado or Mr.Jafry and any other persons to which either Ms.Hilado or Mr.Jafry was appointed a director of the Company, and neither Ms.Hilado nor Mr.Jafry has a direct or indirect material interest in any transaction required to be disclosed to Item404(a) of Regulation S-K.

As non-employee directors, Ms.Hilado and Mr.Jafry 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 April2, 2018. In addition, it is expected that each will execute the Company’s standard form of non-employee director indemnification agreement. The form of the indemnification agreement was filed as Exhibit10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July31, 2008 and is incorporated herein by reference.

A copy of the Company’s press release announcing the appointment of Ms.Hilado and Mr.Jafry to the Board is attached hereto as Exhibit99.1. The information contained in this Item 5.02 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 Section18 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.

(d) Exhibits

EXHIBIT INDEX

ZIMMER BIOMET HOLDINGS, INC. Exhibit
EX-99.1 2 d533136dex991.htm EX-99.1 EX-99.1 Exhibit 99.1   345 E. Main St. Warsaw,…
To view the full exhibit click here

About ZIMMER BIOMET HOLDINGS, INC. (NYSE:ZBH)

Zimmer Biomet Holdings, Inc., formerly Zimmer Holdings, Inc., is engaged designing, manufacturing and marketing orthopaedic reconstructive products; sports medicine, biologics, extremities and trauma products; spine, bone healing, craniomaxillofacial and thoracic products; dental implants, and related surgical products. The Company’s products and solutions helps treat patients suffering from disorders of, or injuries to, bones, joints, or supporting soft tissues. The Company manages its operations through three geographic operating segments: the Americas, consists of the United States and includes other North, Central and South American markets; EMEA, consists of Europe and includes the Middle East and African markets, and Asia Pacific, consists of Japan and includes other Asian and Pacific markets. Its four product category segments include Americas Spine, Bone Healing Craniomaxillofacial and Thoracic, and Dental.