Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As reported below in Item 5.07, on May 12, 2023, the shareholders of ZimVie Inc. (the “Company”) approved the Company’s amended 2022 Stock Incentive Plan, which contains amendments that, among other things:
•increase the number of shares available for issuance pursuant to awards under the plan by 3 million shares;
•extend the term of the plan from March 1, 2032 to May 1, 2033;
•clarify that all awards will have a minimum vesting requirement of at least one year, except for awards up to a maximum of 5% of the total share authorization;
•expressly prohibit the recycling of shares withheld to cover taxes or tendered to exercise stock options;
•eliminate the Compensation Committee’s discretion to determine a different treatment of awards upon a change in control of the Company;
•clarify that cash dividends may not be paid on unvested restricted stock until vesting and prohibit the payment of dividend equivalents on stock options and stock appreciation rights; and
•increase the limit on individual awards under the plan.
A description of the 2022 Stock Incentive Plan, as amended, was included in the Company’s proxy statement for its annual meeting of shareholders filed with the Securities and Exchange Commission on March 28, 2023. A copy of the 2022 Stock Incentive Plan, as amended, is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting of shareholders on May 12, 2023. Shareholders took the following actions:
•elected two Class I directors to serve until the 2026 annual meeting of shareholders (Proposal 1);
•ratified the Audit Committee’s appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for 2023 (Proposal 2);
•approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement (Proposal 3);
•cast, on a non-binding advisory basis, the most votes in favor of a frequency of one year for the holding of future advisory votes on executive compensation (Proposal 4); and
•approved the amended 2022 Stock Incentive Plan (Proposal 5).
The vote tabulation for each proposal follows:
Proposal 1 – Election of Directors
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Nominee |
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For |
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Against |
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Abstain |
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Broker Non-Voters |
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Vinit Asar |
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17,633,667 |
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808,923 |
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18,672 |
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3,488,428 |
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Richard Kuntz, M.D., M.Sc. |
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18,234,086 |
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209,202 |
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17,974 |
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3,488,428 |
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Proposal 2 – Ratification of the Appointment of PwC as the Company’s Independent Registered Public Accounting Firm
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For |
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Against |
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Abstain |
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Broker Non-Voters |
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21,826,521 |
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87,367 |
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35,802 |
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- |
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Proposal 3 – Advisory Vote to Approve Named Executive Officer Compensation (“Say on Pay”)
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For |
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Against |
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Abstain |
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Broker Non-Voters |
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15,813,008 |
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2,595,302 |
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52,952 |
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3,488,428 |
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Proposal 4 – Advisory Vote on the Frequency of Future Say on Pay Votes
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One Year |
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Two Years |
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Three Years |
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Abstain |
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Broker Non-Voters |
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18,007,024 |
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29,367 |
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365,211 |
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59,660 |
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3,488,428 |
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Proposal 5 – Approval of the amended 2022 Stock Incentive Plan
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For |
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Against |
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Abstain |
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Broker Non-Voters |
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11,180,893 |
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7,238,681 |
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41,688 |
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3,488,428 |
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In accordance with the Board of Directors’ recommendation and the voting results on Proposal 4, the Board has determined that the Company will hold future Say on Pay votes on an annual basis until such time as the next advisory vote on frequency is held.