STOCK TITAN
  1. Home
  2. Sec-filings
  3. ZTS
  4. [8-K] Zoetis Inc. Reports Material Event

Director change, pay and auditor votes at Zoetis (NYSE: ZTS) meeting

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
8-K

Rhea-AI Filing Summary

Zoetis Inc. reported results of its 2026 Annual Meeting of Shareholders and a Board change. Effective May 20, 2026, director Louise M. Parent retired from the Board in line with the company’s director retirement policy.

Shareholders representing 379,034,516 shares, or 90.13% of voting power as of the March 27, 2026 record date, were present, establishing a quorum. All twelve director nominees were elected for one-year terms, and shareholders approved, on a non-binding basis, the executive compensation program and chose to hold this advisory vote every year.

Shareholders also ratified KPMG LLP as independent registered public accounting firm for the year ending December 31, 2026. A shareholder proposal to permit shareholder action by written consent did not receive sufficient support and was not approved.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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.
Shares represented at meeting 379,034,516 shares Common stock present at 2026 Annual Meeting
Voting power represented 90.13% Voting power of shares present at 2026 Annual Meeting
Say-on-pay votes for 306,328,992 shares Non-binding advisory vote approving executive compensation
Say-on-pay votes against 51,638,692 shares Non-binding advisory vote on executive compensation
Auditor ratification votes for 367,031,759 shares Ratification of KPMG LLP for fiscal year ending December 31, 2026
Written-consent proposal for 167,308,882 shares Shareholder proposal to permit action by written consent
Written-consent proposal against 190,220,865 shares Shareholder proposal to permit action by written consent
non-binding advisory vote financial
"A non-binding advisory vote on the compensation program for the Company’s named executive officers"
A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.
Record Date financial
"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 record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
Broker Non-Votes financial
"Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes"
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.
quorum financial
"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."
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
independent registered public accounting firm financial
"To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 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.
Understanding 8-K Material Events →
0001555280false00015552802026-05-212026-05-21

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
FORM8-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 20, 2026
Zoetis Inc.
(Exact name of registrant as specified in its charter)
Delaware001-3579746-0696167
(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 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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareZTSNew 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.
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.
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
NomineeVotes ForVotes AgainstAbstentionsBroker Non-Votes
Paul M. Bisaro344,648,10213,423,613498,49820,464,303
Vanessa Broadhurst347,969,0479,893,259707,90720,464,303
Frank A. D'Amelio334,228,66323,843,344498,20620,464,303
Gavin D.K. Hattersley340,392,39617,679,615498,20220,464,303
Sanjay Khosla341,507,95316,564,532497,72820,464,303
Antoinette R. Leatherberry354,536,2263,535,040498,94720,464,303
Michael B. McCallister339,555,62118,514,932499,66020,464,303
Gregory Norden330,178,69327,889,986501,53420,464,303
Kristin C. Peck353,091,3874,991,721487,10520,464,303
Willie M. Reed344,480,09113,582,521507,60120,464,303
Mark Stetter354,854,8783,221,395493,94020,464,303
Stephanie Tilenius355,556,4442,521,991491,77820,464,303
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 ForVotes AgainstAbstentionsBroker Non-Votes
306,328,99251,638,692602,52920,464,303
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 YearTwo YearsThree YearsAbstentionsBroker Non-Votes
353,402,319427,7804,211,897528,21720,464,303
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 ForVotes AgainstAbstentionsBroker Non-Votes
367,031,75911,450,123552,6340
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
167,308,882190,220,8651,040,46620,464,303
The shareholders did not approve the shareholder proposal to permit shareholder action by written consent.




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: May 21, 2026By:/s/ Roxanne Lagano
Roxanne Lagano
Executive Vice President,
General Counsel and Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What Board change did Zoetis (ZTS) announce in this 8-K?

Zoetis reported that director Louise M. Parent retired from the Board effective May 20, 2026, in accordance with the company’s director retirement policy. Her departure occurred just before the 2026 Annual Meeting of Shareholders.

How many Zoetis (ZTS) shares were represented at the 2026 Annual Meeting?

A total of 379,034,516 shares of Zoetis common stock were represented in person or by proxy, equaling 90.13% of voting power. This level of participation satisfied quorum requirements for conducting official shareholder business.

Did Zoetis (ZTS) shareholders approve all director nominees in 2026?

Yes. Shareholders elected twelve director nominees, each to serve a one-year term until the 2027 Annual Meeting or until a successor is elected and qualified, or earlier death, resignation or removal, based on the reported voting results.

How did Zoetis (ZTS) shareholders vote on executive compensation in 2026?

Shareholders approved, on a non-binding advisory basis, the compensation program for Zoetis’ named executive officers. The vote totaled 306,328,992 shares for, 51,638,692 against, and 602,529 abstentions, with additional broker non-votes reported.

What frequency of say-on-pay votes did Zoetis (ZTS) shareholders choose?

Shareholders favored holding the advisory vote on executive compensation every year, with 353,402,319 votes for one year. The Board will continue to hold the say-on-pay vote annually, consistent with this preference and its prior recommendation.

Was KPMG LLP reappointed as Zoetis (ZTS) auditor for 2026?

Yes. Shareholders ratified the appointment of KPMG LLP as Zoetis’ independent registered public accounting firm for the fiscal year ending December 31, 2026, with 367,031,759 votes for, 11,450,123 against, and 552,634 abstentions.

Filing Exhibits & Attachments

3 documents

Other Documents