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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 1, 2024
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| 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 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 April 1, 2024, the Board of Directors (the "Board") of Zoetis Inc. (the “Company”) appointed Gavin D.K. Hattersley to the Board, to serve in such capacity until his successor is appointed or qualified or until his resignation or removal. In connection with the appointment of Mr. Hattersley, the size of the Board was increased from twelve to thirteen members. Mr. Hattersley will serve on the Board’s Corporate Governance and Sustainability Committee.
Mr. Hattersley 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 Mr. Hattersley 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 preliminary proxy statement for its 2024 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on March 27, 2024. Mr. Hattersley is eligible for participation in such non-employee director compensation program.
In connection with his appointment as a member of the Board, the Company entered into its standard form of indemnification agreement with Mr. Hattersley. 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.
On April 1, 2024, the Company issued a press release announcing the appointment of Mr. Hattersley. 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 herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits | | | | | |
| Exhibit No. | Description |
| |
| Press Release issued on April 1, 2024 regarding the appointment of Mr. Hattersley 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.
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| ZOETIS INC. |
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| Dated: April 1, 2024 | By: | /s/ Heidi C. Chen |
| | Heidi C. Chen |
| | Executive Vice President, |
| | General Counsel and Corporate Secretary |