Zimmer Biomet (ZBH) investors approve board slate and pay, reject independent chair bid

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Zimmer Biomet Holdings, Inc. reported the results of its annual shareholder meeting held on May 22, 2026. Shareholders elected ten directors to one-year terms ending at the 2027 annual meeting, with each nominee receiving over 160 million votes in favor and substantial broker non-votes recorded.

Shareholders also ratified the Audit Committee’s appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026, with 172,738,361 votes for and relatively few votes against or abstaining. On an advisory basis, they approved named executive officer compensation, with 160,066,066 votes for and 8,386,847 against. A shareholder proposal seeking an independent board chair was rejected, drawing 31,288,886 votes for and 137,043,058 against.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Votes for PwC ratification: 172,738,361 votes Votes for say-on-pay: 160,066,066 votes Votes against independent chair proposal: 137,043,058 votes +3 more

6 metrics

Votes for PwC ratification 172,738,361 votes Ratification of independent registered public accounting firm for 2026

Votes for say-on-pay 160,066,066 votes Advisory approval of named executive officer compensation

Votes against independent chair proposal 137,043,058 votes Shareholder proposal on Independent Board Chairman

Votes for Louis A. Shapiro 167,514,405 votes Election of director nominee

Votes for Ivan Tornos 162,652,958 votes Election of director nominee

Broker non-votes on Proposal 3 12,009,707 votes Advisory vote on executive compensation

Key Terms

independent registered public accounting firm, broker non-votes, advisory basis, Independent Board Chairman, +1 more

5 terms

independent registered public accounting firm financial

"ratified the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

broker non-votes financial

"Nominee | For | Against | Abstain | Broker Non-Votes Betsy J. Bernard"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory basis financial

"approved, on an advisory basis, the compensation of the Company’s named executive officers"

Independent Board Chairman financial

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

Inline XBRL technical

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

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

Understanding 8-K Material Events →

05/27/2026 - 05:30 PM

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 22, 2026

    

ZIMMER BIOMET 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) 373-3333

    

     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:

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	ZBH	New York Stock Exchange
2.425% Notes due 2026	ZBH 26	New York Stock Exchange
1.164% Notes due 2027	ZBH 27	New York Stock Exchange
3.518% Notes due 2032	ZBH 32	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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)

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: May 27, 2026


	ZIMMER BIOMET HOLDINGS, INC.

	By:	/s/ Chad F. Phipps
	Name:	Chad F. Phipps
	Title:	Senior Vice President, Chief Legal and Corporate Affairs Officer and Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Zimmer Biomet (ZBH) shareholders approve at the 2026 annual meeting?

Shareholders approved all management-backed items: election of ten directors, ratification of PricewaterhouseCoopers LLP as 2026 auditor, and advisory approval of named executive officer compensation, each receiving strong support based on the reported vote totals.

How did Zimmer Biomet (ZBH) shareholders vote on executive compensation?

Shareholders approved Zimmer Biomet’s named executive officer compensation on an advisory basis, with 160,066,066 votes for, 8,386,847 against, 273,703 abstentions, and 12,009,707 broker non-votes, indicating broad but not unanimous support for the company’s pay practices.

Was the independent board chair shareholder proposal at Zimmer Biomet (ZBH) approved?

No. The shareholder proposal calling for an independent board chair was rejected, receiving 31,288,886 votes for, 137,043,058 votes against, 394,672 abstentions, and 12,009,707 broker non-votes, showing clear shareholder preference for the current board leadership structure.

Which auditor did Zimmer Biomet (ZBH) shareholders ratify for 2026?

Shareholders ratified the Audit Committee’s appointment of PricewaterhouseCoopers LLP as Zimmer Biomet’s independent registered public accounting firm for 2026, with 172,738,361 votes for, 7,887,786 against, and 110,176 abstentions, and no broker non-votes reported for this proposal.

How many directors did Zimmer Biomet (ZBH) shareholders elect and for what term?

Shareholders elected ten directors to one-year terms ending at the 2027 annual meeting. Each nominee, including Betsy J. Bernard and Ivan Tornos, received more than 160 million votes for, alongside smaller against and abstain totals and 12,009,707 broker non-votes per nominee.

When was Zimmer Biomet’s 2026 annual shareholder meeting held?

Zimmer Biomet held its annual meeting of shareholders on May 22, 2026. At this meeting, investors voted on director elections, auditor ratification, an advisory resolution on executive compensation, and a shareholder proposal regarding the role of the board chair.

Filing Exhibits & Attachments

1 document