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): May 5, 2015
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 5.07 | Submission of Matters to a Vote of Security Holders |
The Company held its annual meeting of stockholders on May 5, 2015. Stockholders took the following actions:
| • | elected ten (10) directors for one-year terms ending at the 2016 annual meeting of stockholders (Proposal 1); |
| • | approved the Company’s Amended Stock Plan for Non-Employee Directors (Proposal 2); |
| • | approved the Company’s Amended and Restated Deferred Compensation Plan for Non-Employee Directors (Proposal 3); |
| • | approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement (Proposal 4); and |
| • | ratified the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2015 (Proposal 5). |
The vote tabulation for each proposal follows:
Proposal 1 – Election of Directors
| Nominee | For | Against | Abstained | Broker Non-Votes | ||||
| Christopher B. Begley | 130,307,872 | 310,367 | 750,984 | 13,206,365 | ||||
| Betsy J. Bernard | 130,123,730 | 501,074 | 744,419 | 13,206,365 | ||||
| Paul M. Bisaro | 130,085,545 | 534,856 | 748,822 | 13,206,365 | ||||
| Gail K. Boudreaux | 130,355,030 | 269,733 | 744,460 | 13,206,365 | ||||
| David C. Dvorak | 130,300,786 | 323,341 | 745,096 | 13,206,365 | ||||
| Michael J. Farrell | 130,069,268 | 553,100 | 746,855 | 13,206,365 | ||||
| Larry C. Glasscock | 129,599,847 | 1,018,582 | 750,794 | 13,206,365 | ||||
| Robert A. Hagemann | 130,308,302 | 312,744 | 748,177 | 13,206,365 | ||||
| Arthur J. Higgins | 130,094,718 | 525,573 | 748,932 | 13,206,365 | ||||
| Cecil B. Pickett, Ph.D. | 130,074,591 | 551,812 | 742,820 | 13,206,365 |
Proposal 2 – Approval of Amended Stock Plan for Non-Employee Directors
|
For |
Against |
Abstained |
Broker Non-Votes |
|||||
| 125,988,281 |
4,468,057 | 912,885 | 13,206,365 | |||||
| Proposal 3 – Approval of Amended and Restated Deferred Compensation Plan for Non-Employee Directors | ||||||||
|
For |
Against |
Abstained |
Broker Non-Votes |
|||||
| 127,951,466 |
2,485,485 | 932,272 | 13,206,365 | |||||
| Proposal 4 – Advisory Vote to Approve Named Executive Officer Compensation | ||||||||
|
For |
Against |
Abstained |
Broker Non-Votes |
|||||
| 125,040,326 |
5,164,492 | 1,164,405 | 13,206,365 | |||||
| Proposal 5 – Ratification of Appointment of Independent Registered Public Accounting Firm | ||||||||
|
For |
Against |
Abstained |
Broker Non-Votes |
|||||
| 142,311,960 |
1,090,537 | 1,173,091 | 0 | |||||
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.
Date: May 7, 2015
| ZIMMER HOLDINGS, INC. | ||
| By: | /s/ Chad F. Phipps | |
| Name: | Chad F. Phipps | |
| Title: | Senior Vice President, General Counsel and Secretary | |