ZBH Zimmer Biomet Holdings, Inc. - 8-K

Item 5.07 Submission of Matters to a Vote of Security Holders.

Zimmer Biomet Holdings, Inc. (the “Company”) held its annual meeting of shareholders on May 22, 2026. Shareholders took the following actions:

•

elected ten (10) directors for one-year terms ending at the 2027 annual meeting of shareholders (Proposal 1);

•

ratified the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026 (Proposal 2);

•

approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement (Proposal 3); and

•

rejected a shareholder proposal on Independent Board Chairman (Proposal 4).

The vote tabulation for each proposal follows:

Proposal 1 – Election of Directors

Nominee

For

Against

Abstain

Broker Non-Votes

Betsy J. Bernard

162,573,610

6,060,594

92,412

12,009,707

Michael J. Farrell

164,446,421

4,180,484

99,711

12,009,707

Robert A. Hagemann

162,498,257

6,126,364

101,995

12,009,707

Arthur J. Higgins

164,389,482

4,236,047

101,087

12,009,707

Maria Teresa Hilado

163,739,579

4,797,047

189,990

12,009,707

Syed Jafry

165,972,307

2,648,596

105,713

12,009,707

Sreelakshmi Kolli

166,889,697

1,734,443

102,476

12,009,707

Devdatt Kurdikar

160,889,975

7,634,226

202,415

12,009,707

Louis A. Shapiro

167,514,405

1,110,244

101,967

12,009,707

Ivan Tornos

162,652,958

5,540,638

533,020

12,009,707

Proposal 2 – Ratification of the Appointment of the Independent Registered Public Accounting Firm

For

Against

Abstain

Broker Non-Votes

172,738,361

7,887,786

110,176

0

Proposal 3 – Advisory Vote to Approve Named Executive Officer Compensation

For

Against

Abstain

Broker Non-Votes

160,066,066

8,386,847

273,703

12,009,707

Proposal 4 – Approval of Shareholder Proposal on Independent Board Chair

For

Against

Abstain

Broker Non-Votes

31,288,886

137,043,058

394,672

12,009,707

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

EXHIBIT INDEX

Exhibit No.

Description

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)