8-K

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): January 17, 2017

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) 267-6131

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 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))

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

(b)    Retirement of Named Executive Officer

On January 17, 2017, Zimmer Biomet Holdings, Inc. (the “Company”) issued a press release announcing that Stuart G. Kleopfer, a named executive officer of the Company, has decided to retire from his position as President, Americas of the Company and will be succeeded by Robert D. Delp effective January 23, 2017. A copy of the press release is attached hereto as Exhibit 99.1 and the information set forth therein is incorporated herein by reference and constitutes a part of this report.

Item 9.01 Financial Statements and Exhibits

(d)     Exhibits

Exhibit No.	Description
99.1	Press Release, dated January 17, 2017, issued by Zimmer Biomet Holdings, Inc.

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: January 18, 2017

ZIMMER BIOMET HOLDINGS, INC.

By:    /s/ Chad F. Phipps                    

Name: Chad F. Phipps

Title:   Senior Vice President, General Counsel

            and Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated January 17, 2017, issued by Zimmer Biomet Holdings, Inc.

EX-99.1

Exhibit 99.1

345 E. Main St.

Warsaw, IN 46580

www.zimmerbiomet.com    

Contacts:
Media	Investors
Monica Kendrick	Robert J. Marshall Jr.
574-372-4989	574-371-8042
monica.kendrick@zimmerbiomet.com	robert.marshall@zimmerbiomet.com
	Barbara Goslee
	574-371-9449
	barb.goslee@zimmerbiomet.com

Zimmer Biomet Announces Americas Leadership Transition

Rob Delp to Become President, Americas Effective January 23

Stuart Kleopfer to Retire

(WARSAW, IN) January 17, 2017—Zimmer Biomet Holdings, Inc. (NYSE and SIX: ZBH), a global leader in musculoskeletal healthcare, today announced that it has implemented a leadership transition that capitalizes on the strength of the Zimmer Biomet management team. Effective January 23, 2017, Robert D. Delp will assume the position of President, Americas and join the executive leadership team of the Company. Mr. Delp previously served as Zimmer Biomet’s Vice President of U.S. Sales, leading sales for the Knee, Hip, Bone Cement, Biologics, Extremities, Sports Medicine, Foot and Ankle, Surgical and Trauma categories. Stuart G. Kleopfer, following a distinguished career at Zimmer Biomet and pre-merger Biomet, has decided to retire from his position as President, Americas. Mr. Kleopfer will continue with the Company for a period of time and work closely with Mr. Delp to fully transition responsibilities.

“I would like to thank Stuart for his significant contributions to the Company and congratulate Rob on his new leadership appointment. Rob is a strategic and customer-

focused executive, and he is the right leader to continue to grow Zimmer Biomet’s Americas region in the future,” said David Dvorak, Zimmer Biomet President and Chief Executive Officer.

Mr. Delp brings 20 years of sales leadership experience to his new role, including eight years as Biomet Vice President of Sales for several businesses, including Sports Medicine, Extremities, Trauma and Biologics, prior to the combination of Zimmer and Biomet.

About Zimmer Biomet

Founded in 1927 and headquartered in Warsaw, Indiana, Zimmer Biomet is a global leader in musculoskeletal healthcare. We design, manufacture and market orthopaedic reconstructive products; sports medicine, biologics, extremities and trauma products; office based technologies; spine, craniomaxillofacial and thoracic products; dental implants; and related surgical products.

We collaborate with healthcare professionals around the globe to advance the pace of innovation. Our products and solutions help treat patients suffering from disorders of, or injuries to, bones, joints or supporting soft tissues. Together with healthcare professionals, we help millions of people live better lives.

We have operations in more than 25 countries around the world and sell products in more than 100 countries. For more information, visit www.zimmerbiomet.com or follow Zimmer Biomet on Twitter at www.twitter.com/zimmerbiomet.

Cautionary Statement 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, including new product launches and potential clinical successes. Such statements are based upon the current beliefs and expectations of management and are subject to significant risks and uncertainties that could cause actual outcomes and results to differ materially. For a list and description of some of such risks and uncertainties, see our periodic reports filed with the 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. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be set forth in our periodic reports. Accordingly, such forward-looking statements speak only as of the date made. Readers of this news release are cautioned not to place

undue reliance on these forward-looking statements, since, while management believes the assumptions on which the forward-looking statements are based are reasonable, there can be no assurance that these forward-looking statements will prove to be accurate. This cautionary statement is applicable to all forward-looking statements contained in this news release.