ZIMMER BIOMET HOLDINGS, INC. (NYSE:ZBH) Files An 8-K Results of Operations and Financial ConditionItem 2.02
On July11, 2017, Zimmer Biomet Holdings, Inc. (the “Company”) issued a press release announcing its preliminary second quarter 2017 sales and earnings results. The press release is attached hereto as Exhibit99.1 and the information set forth therein is incorporated herein by reference and constitutes a part of this report.
The information contained in Item 2.02 of this report, including Exhibit 99.1 hereto, is being furnished and shall not be deemed to be “filed” with the Securities and Exchange Commission (“SEC”) 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.
| Item 2.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The Company issued a press release on July11, 2017 announcing changes in its senior management and Board of Directors. The press release is attached hereto as Exhibit99.2.
Effective July11, 2017, David C. Dvorak stepped down as President and Chief Executive Officer and a member of the Board of Directors of the Company. Mr.Dvorak will remain with the Company as an employee in an advisory capacity for a period of time. The Company did not enter into, amend or modify any material compensatory plans or arrangements in connection with Mr.Dvorak’s departure. Mr.Dvorak will be entitled to certain compensation and benefits following his departure under existing arrangements.
Also effective July11, 2017, the Board appointed Daniel P. Florin, age 53, the Company’s Senior Vice President and Chief Financial Officer, to serve in the additional role of Interim CEO until a permanent successor has been named, and elected Mr.Florin as a member of the Board of Directors to fill the vacancy resulting from Mr.Dvorak’s departure from the Board. Mr.Florin is not expected to be appointed to any committees of the Board.
The Compensation and Management Development Committee of the Board approved changes to certain aspects of Mr.Florin’s compensation arrangements, effective July11, 2017.
Mr.Florin’s base salary was increased to $1,153,188 for the period during which he serves as Interim CEO. The Committee also approved a one-time, time-based restricted stock unit (“RSU”) award to Mr.Florin under the Company’s 2009 Stock Incentive Plan (the “2009 Plan”) with a grant date of August1, 2017 and a grant date fair value of approximately $1,000,000. Mr.Florin’s RSU award will be subject to the terms and conditions of the 2009 Plan and an applicable RSU award agreement under the 2009 Plan, the form of which is filed as Exhibit 10.1 to this report. The RSU award will vest ratably on the first and second anniversaries of the grant date. Vesting may be accelerated in the event of involuntary termination of employment without cause, death or Retirement (as that term is defined in the 2009 Plan).
Other aspects of Mr.Florin’s compensation arrangements as described in the Company’s definitive proxy statement filed with the SEC on March30, 2017 remain unchanged.
Mr.Florin has been the Senior Vice President and Chief Financial Officer of the Company since June 2015. He served as Senior Vice President and Chief Financial Officer of Biomet, Inc. from June 2007 to
June 2015. Prior to joining Biomet, Mr.Florin served as Vice President and Corporate Controller of Boston Scientific Corporation from 2001 through May 2007. Before being appointed Corporate Controller in 2001, Mr.Florin served in financial leadership positions within Boston Scientific Corporation and its various business units. Prior to joining Boston Scientific Corporation, Mr.Florin worked for C.R. Bard from October 1990 through June 1995.
There are no family relationships between Mr.Florin and any of the Company’s directors or executive officers. There are no other arrangements or understandings between Mr.Florin and any other person to which Mr.Florin was selected as an officer or director of the Company. Mr.Florin is not a party to any transaction requiring disclosure under Item 404(a) of Regulation S-K.
| Item 2.02 | Financial Statements and Exhibits. |
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Exhibit No. |
Description |
| 10.1 | Form of RSU award agreement |
| 99.1 | Press release announcing preliminary financial results issued on July11, 2017 |
| 99.2 | Press release announcing leadership transition issued on July11, 2017 |
ZIMMER BIOMET HOLDINGS, INC. ExhibitEX-10.1 2 d421085dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 ZIMMER BIOMET HOLDINGS,…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.