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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): February 25, 2025

 

 

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 5.02

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

On February 25, 2025, the Board of Directors (the “Board”) of Zimmer Biomet Holdings, Inc. (the “Company”) announced that, due to the Company’s mandatory director retirement policy, Christopher Begley, the Company’s Chairman of the Board, is not eligible for nomination by the Board for election as a director at the 2025 Annual Meeting and will retire from the Board when his current term expires at such meeting.

The Board, upon the recommendation of the Corporate Governance Committee, has appointed Ivan Tornos, the Company’s President, Chief Executive Officer and a director, as the Chairman of the Board, effective on May 29, 2025, the day of the 2025 Annual Meeting. Additionally, the Board has appointed Michael Farrell to be the Lead Independent Director of the Board, effective upon the commencement of Mr. Tornos’ service as Chairman. The Board has taken action to reduce its size to ten members effective upon the expiration of Mr. Begley’s term as director.

 

Item 7.01

Regulation FD Disclosure.

A copy of the Company’s press release related to the matters discussed in this Form 8-K is attached hereto as Exhibit 99.1. The information contained in this Item 7.01 and Exhibit 99.1 hereto is being furnished and shall not be deemed to be “filed” with the Securities and Exchange Commission for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section and is not incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT INDEX

 

Exhibit No.

   

Description

99.1    Press Release issued by Zimmer Biomet Holdings, Inc., dated February 25, 2025
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: February 25, 2025

 

ZIMMER BIOMET HOLDINGS, INC.
By:  

/s/ Chad F. Phipps

Name:   Chad F. Phipps
Title:   Senior Vice President, General Counsel and Secretary

Exhibit 99.1

 

LOGO

 

 345 E. Main St.  

 Warsaw, IN 46580

 www.zimmerbiomet.com

  
Media   Investors
Heather Zoumas-Lubeski   David DeMartino
(445) 248-0577   (646) 531-6115
heather.zoumaslubeski@zimmerbiomet.com   david.demartino@zimmerbiomet.com
  Zach Weiner
  (908) 591-6955
  zach.weiner@zimmerbiomet.com

Zimmer Biomet Announces Upcoming Changes to

Company’s Board of Directors

(WARSAW, IN) February 25, 2025 — Zimmer Biomet Holdings, Inc. (NYSE and SIX: ZBH), a global medical technology leader, today announced upcoming changes to the Company’s Board of Directors, including:

 

  •  

Non-Executive Chairman of the Board Christopher Begley will retire from the Board of Directors at the Company’s annual meeting of stockholders on May 29, 2025, pursuant to the mandatory director retirement age in the Company’s Corporate Governance Guidelines;

 

  •  

President and CEO Ivan Tornos will become Chairman of the Board upon Mr. Begley’s retirement; and

 

  •  

Michael Farrell will become Lead Independent Director upon Mr. Begley’s retirement.

 

1

Retirement of Mr. Begley

“Chris has been a tremendous advisor to Zimmer Biomet since joining the Board in 2012. His vision, thoughtful counsel, and dedication to the Company have been instrumental in positioning Zimmer Biomet as a MedTech leader and innovator,” said Mr. Tornos. “On behalf of the entire Board of Directors and Leadership Team, I want to extend my deep gratitude to Chris for his exemplary leadership and service as a member of Zimmer Biomet’s Board. We have all benefited immensely from Chris’s guidance, leadership and mentorship as Board Chair.”

Mr. Begley has been a member of the Company’s Board of Directors since 2012, has served as Non-Executive Chairman since August 2023 and prior to that served as Lead Independent Director since May 2021. During his tenure as a Director, he has also served as a member of the Corporate Governance and the Compensation and Management Development Committees, and as Chair of the Quality, Regulatory and Technology Committee. He is the retired Chairman and Chief Executive Officer of Hospira, Inc. and the retired Non-Executive Chairman of the Board of Hanger, Inc.

Appointment of Mr. Tornos as Chairman of the Board

“Ivan has demonstrated bold leadership during his tenure as President and CEO, and prior to that as Chief Operating Officer, at Zimmer Biomet,” said Mr. Begley. “I and the entire Board of Directors are excited to see how he continues to drive even stronger value for patients, shareholders, physicians and customers in his expanded role as Chairman of the Board.”

Appointment of Mr. Farrell as Lead Independent Director

Mr. Farrell has been a Zimmer Biomet Board member since 2014 and currently serves as Chairman of the Compensation and Management Development Committee and as a member of the Quality, Regulatory and Technology Committee. He is the Chairman and Chief Executive Officer of ResMed Inc. Mr. Tornos stated, “We are honored to have Mick serve as our Lead Independent Director. He is a respected and accomplished business leader who brings strong integrity, a collaborative approach, and a valuable strategic perspective to our Board. I look forward to working with him in his new role.”

About Zimmer Biomet

Zimmer Biomet is a global medical technology leader with a comprehensive portfolio designed to maximize mobility and improve health. We seamlessly transform the patient experience through our innovative products and suite of integrated digital and robotic technologies that leverage data, data analytics and artificial intelligence.

 

2

With 90+ years of trusted leadership and proven expertise, Zimmer Biomet is positioned to deliver the highest quality solutions to patients and providers. Our legacy continues to come to life today through our progressive culture of evolution and innovation.

For more information about our product portfolio, our operations in 25+ countries and sales in 100+ countries or about joining our team, visit www.zimmerbiomet.com or follow on LinkedIn at www.linkedin.com/company/zimmerbiomet or X / Twitter at www.twitter.com/zimmerbiomet.

Cautionary Note Regarding Forward-Looking Statements

This news release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements concerning Zimmer Biomet’s expectations, plans, prospects, and product and service offerings. Such statements are based upon the current beliefs and expectations of management and are subject to significant risks, uncertainties and changes in circumstances that could cause actual outcomes and results to differ materially. For a list and description of some of such risks and uncertainties, see Zimmer Biomet’s periodic reports filed with the U.S. Securities and Exchange Commission (SEC). These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in Zimmer Biomet’s filings with the SEC. Forward-looking statements speak only as of the date they are made, and Zimmer Biomet disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers of this news release are cautioned not to rely on these forward-looking statements, since there can be no assurance that these forward-looking statements will prove to be accurate. This cautionary note is applicable to all forward-looking statements contained in this news release.

###

 

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