UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 20, 2013
ZIMMER HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-16407 | 13-4151777 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
345 East Main Street
Warsaw, Indiana 46580
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (574) 267-6131
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
| (e) | Entry into Compensatory Arrangement with Named Executive Officer |
As previously reported on a Current Report on Form 8-K filed on March 15, 2013, Zimmer Holdings, Inc. (the “Company”) announced the separation of Jeffrey B. Paulsen, former Group President, Global Businesses of the Company, effective March 20, 2013. This Current Report on Form 8-K is being filed to disclose the material terms of Mr. Paulsen’s separation agreement, the terms of which had not been agreed to as of March 15, 2013.
On March 20, 2013, the Company and Mr. Paulsen entered into a separation agreement. Pursuant to the separation agreement, and in consideration of Mr. Paulsen’s execution of a general release of claims in favor of the Company, the Company will provide Mr. Paulsen with the following severance benefits in lieu of the benefits that would be payable pursuant to the Company’s severance plan generally applicable to full-time employees based in the United States: (1) a lump sum payment of $243,750, which is equal to six months of his base salary at the time of his separation; (2) an additional lump sum payment of $8,100, which is the cost of COBRA group health insurance continuation coverage for six months; and (3) outplacement services in an amount not to exceed $25,000. In addition, in accordance with the terms of the Company’s stock incentive plans and applicable award agreements, time-based vesting conditions on certain stock option and restricted stock unit awards will lapse and Mr. Paulsen will have until June 20, 2013 to exercise vested stock options.
Amounts paid to Mr. Paulsen pursuant to the separation agreement and the terms of the Company’s stock incentive plans and award agreements are subject to forfeiture, clawback and full repayment to the Company if Mr. Paulsen were to violate the terms of the separation agreement, the general release or the confidentiality, non-competition and non-solicitation agreement he previously entered into with the Company. The separation agreement and general release remain subject to revocation by Mr. Paulsen through March 27, 2013.
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: March 26, 2013
| ZIMMER HOLDINGS, INC. | ||
| By: | /s/ Chad F. Phipps | |
| Name: | Chad F. Phipps | |
| Title: | Senior Vice President, General Counsel and Secretary | |