[8-K] Zoetis Inc. Reports Material Event

Rhea-AI Filing Summary

Zoetis (ZTS) appointed Stephanie Tilenius to its Board of Directors, effective December 1, 2025. The Board will increase from 12 to 13 members on that date.

The company states the appointment was not made pursuant to any third‑party arrangement and notes no related party transactions with Ms. Tilenius since the beginning of the last fiscal year. She will be eligible under Zoetis’ non‑employee director compensation program outlined in its 2025 proxy. Zoetis will enter into its standard indemnification agreement with her, and a press release announcing the appointment was issued on October 28, 2025.

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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): October 23, 2025

Zoetis Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-35797

46-0696167

(State or other jurisdiction

(Commission File

(I.R.S. Employer

of incorporation)

Number)

Identification No.)

10 Sylvan Way

Parsippany

New Jersey

07054

(Address of principal executive offices)

(Zip Code)

(973) 822-7000

(Registrant's telephone number, including area code)

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 communication 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, par value $0.01 per share

ZTS

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 23, 2025, the Board of Directors (the "Board") of Zoetis Inc. (the “Company”) appointed Stephanie Tilenius to the Board, effective as of December 1, 2025, to serve in such capacity until her successor is appointed or qualified or until her resignation or removal. In connection with the appointment of Ms. Tilenius, the size of the Board will be increased from twelve to thirteen members effective as of December 1, 2025.

Ms. Tilenius was not appointed to the Board pursuant to any arrangements or understandings with any third party, and since the beginning of the last fiscal year, there have been no related party transactions between the Company and Ms. Tilenius that would be reportable under Item 404(a) of Regulation S-K. The Company’s non-employee director compensation program is described under the caption “Compensation of Directors” in the Company’s proxy statement for its 2025 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on April 9, 2025. Ms. Tilenius will be eligible for participation in such non-employee director compensation program.

In connection with her appointment as a member of the Board, the Company will enter into its standard form of indemnification agreement with Ms. Tilenius. The form of indemnification agreement was previously filed by the Company as Exhibit 10.19 to Amendment No. 4 to the Company’s Registration Statement on Form S-1 (File No. 333-183254), as originally filed with the Securities and Exchange Commission on August 13, 2012, and subsequently amended.

Item 7.01. Regulation FD Disclosure.

On October 28, 2025, the Company issued a press release announcing the appointment of Ms. Tilenius. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.

The information set forth under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits

Exhibit No.			Description
99.1			Press Release issued on October 28, 2025 regarding the appointment of Stephanie Tilenius
			to the Zoetis Board
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

			ZOETIS INC.
Dated: October 28, 2025			By:			/s/ Roxanne Lagano
						Roxanne Lagano
						Executive Vice President,
						General Counsel and Corporate Secretary

FAQ

What did Zoetis (ZTS) announce in this update?

Zoetis appointed Stephanie Tilenius to its Board of Directors, effective December 1, 2025.

How does the Zoetis (ZTS) Board size change?

The Board will increase from 12 to 13 members effective December 1, 2025.

Were there any related party transactions with Stephanie Tilenius?

Zoetis states there have been no related party transactions with Ms. Tilenius since the beginning of the last fiscal year.

Will Stephanie Tilenius receive director compensation at Zoetis (ZTS)?

She will be eligible under Zoetis’ non‑employee director compensation program described in its 2025 proxy.

Is there an indemnification agreement for the new director at Zoetis (ZTS)?

Zoetis will enter into its standard indemnification agreement with Ms. Tilenius.

Did Zoetis (ZTS) issue a press release about the appointment?

Yes. A press release was issued on October 28, 2025 and attached as Exhibit 99.1.