Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Effective May 20, 2026, Ms. Louise M. Parent retired from the Board of Directors of Zoetis Inc. (the “Company”), prior to the Company’s 2026 Annual Meeting of Shareholders (the “Annual Meeting”) in accordance with the Company’s director retirement policy.
ZTS Zoetis Inc. - 8-K
Accession
0001555280-26-0000295.025.07
Item 5.02 - Departure/Election of Directors or Certain Officers
59 words
Item 5.07 - Submission of Matters to a Vote of Security Holders
638 words
Item 5.07. Submission of Matters to a Vote of Security Holders. As discussed under Item 5.02 of this Current Report on Form 8-K, on May 20, 2026, the Company held the Annual Meeting. At the Annual Meeting, the Company’s shareholders voted on five proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 8, 2026 (the “Proxy Statement”). There were 379,034,516 shares of common stock present at the Annual Meeting in person or by proxy, which represented 90.13% of the voting power of the shares of common stock entitled to vote at the Annual Meeting, and which constituted a quorum for the transaction of business. Holders of the Company’s common stock were entitled to one vote for each share held as of the close of business on March 27, 2026 (the “Record Date”). The shareholders of the Company voted on the following proposals at the Annual Meeting: 1. To elect twelve directors, each to serve for a one-year term until the 2027 Annual Meeting of Shareholders or until each director’s successor has been elected and qualified, or until such director’s earlier death, resignation or removal. 2. A non-binding advisory vote on the compensation program for the Company’s named executive officers, as disclosed in the Proxy Statement. 3. A non-binding advisory vote on the frequency of future advisory votes on the compensation program for the Company’s named executive officers, as disclosed in the Proxy Statement. 4. To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. 5. To approve a shareholder proposal to permit shareholder action by written consent. The voting results for each of these proposals are detailed below. 1. Election of Directors Nominee Votes For Votes Against Abstentions Broker Non-Votes Paul M. Bisaro 344,648,102 13,423,613 498,498 20,464,303 Vanessa Broadhurst 347,969,047 9,893,259 707,907 20,464,303 Frank A. D'Amelio 334,228,663 23,843,344 498,206 20,464,303 Gavin D.K. Hattersley 340,392,396 17,679,615 498,202 20,464,303 Sanjay Khosla 341,507,953 16,564,532 497,728 20,464,303 Antoinette R. Leatherberry 354,536,226 3,535,040 498,947 20,464,303 Michael B. McCallister 339,555,621 18,514,932 499,660 20,464,303 Gregory Norden 330,178,693 27,889,986 501,534 20,464,303 Kristin C. Peck 353,091,387 4,991,721 487,105 20,464,303 Willie M. Reed 344,480,091 13,582,521 507,601 20,464,303 Mark Stetter 354,854,878 3,221,395 493,940 20,464,303 Stephanie Tilenius 355,556,444 2,521,991 491,778 20,464,303 Each of the twelve nominees for director was elected to serve for a one-year term until the 2027 Annual Meeting of Shareholders or until each director’s successor has been elected and qualified, or until such director’s earlier death, resignation or removal. 2. Advisory Vote on Executive Compensation Votes For Votes Against Abstentions Broker Non-Votes 306,328,992 51,638,692 602,529 20,464,303 The shareholders approved, on a non-binding advisory basis, the compensation program for the Company’s named executive officers, as disclosed in the Proxy Statement. 3. Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation One Year Two Years Three Years Abstentions Broker Non-Votes 353,402,319 427,780 4,211,897 528,217 20,464,303 The shareholders approved, on a non-binding advisory basis, to hold a non-binding advisory vote on the compensation program for the Company’s named executive officers every year. Consistent with the preferences expressed by the Company’s shareholders at the Annual Meeting and the recommendation of the Company’s Board of Directors, the Company will continue to hold a non-binding advisory vote on the compensation program for the Company’s named executive officers every year. 4. Ratification of Appointment of Independent Registered Public Accounting Firm Votes For Votes Against Abstentions Broker Non-Votes 367,031,759 11,450,123 552,634 0 The shareholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. 5. Shareholder Proposal Votes For Votes Against Abstentions Broker Non-Votes 167,308,882 190,220,865 1,040,466 20,464,303 The shareholders did not approve the shareholder proposal to permit shareholder action by written consent.