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): May 20, 2021

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 7.01. Regulation FD Disclosure.

On May 20, 2021, the Company declared a dividend of $0.25 per share for the third quarter of 2021. The dividend will be paid on September 1, 2021, to all holders of record of the Company's common stock as of the close of business on July 21, 2021.

The information set forth under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits

Exhibit No.	Description
99.1	Press Release issued on May 20, 2021.
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.

	ZOETIS INC.
Dated: May 20, 2021	By:	/s/ Heidi C. Chen
		Heidi C. Chen
		Executive Vice President,
		General Counsel and Corporate Secretary

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE:

May 20, 2021

Media Contacts:	Investor Contacts:
Bill Price	Steve Frank
1-973-443-2742 (o)	1-973-822-7141 (o)
william.price@zoetis.com	steve.frank@zoetis.com
Kristen Seely	Keith Gaub
1-973-443-2777 (o)	1-973-822-7154 (o)
kristen.seely@zoetis.com	keith.gaub@zoetis.com

Zoetis Announces Results of Its Annual Meeting of Shareholders;

Board Declares Third Quarter 2021 Dividend

PARSIPPANY, N.J. – May 20, 2021 - Zoetis Inc. (NYSE:ZTS) today announced the results of shareholder voting at its 2021 Annual Meeting of Shareholders and provided details on its third quarter 2021 dividend.

Virtual Annual Meeting of Shareholders

Zoetis held a virtual annual meeting today, with Chairman Michael B. McCallister presiding over the business portion of the meeting and shareholder voting. Chief Executive Officer Kristin Peck discussed the company’s strong performance in 2020 resulting from theresilience of Zoetis colleagues and the essential nature of the company’s animal health products. “We achieved operational revenue growth of 9% and grew adjusted net income 10% operationally in 2020. We also generated a strong cash flow that enabled us to protect jobs, ensure the safety of our colleagues, maintain reliable supply for customers, continue investing in our long-term growth plans, and return excess capital to our shareholders,” said Peck.

Peck also discussed several highlights from the last year, including new innovations in the company’s companion animal portfolio such as Simparica Trio®; growth in key markets outside

the U.S., including Brazil and China; accelerated sales of diagnostic products; and publication of the company’s long-term Sustainability goals.

Looking ahead, Peck said, “I am pleased to say we are off to a very strong start in 2021 and recently raised guidance for the full year based on continued confidence in our diverse portfolio, our pipeline of innovations, and the catalysts we see in petcare, diagnostics and our high-growth international markets.”

Shareholder Voting Results The results of shareholder voting from the meeting were as follows:

•Sanjay Khosla, Antoinette R. Leatherberry, Willie M. Reed and Linda Rhodes have been elected as directors for three-year terms.

•Shareholders approved, on an advisory basis, the compensation of the company’s named executive officers.

•Shareholders ratified and approved the selection of KPMG LLP as the company’s independent registered public accounting firm for fiscal year 2021.

•Shareholders approved a shareholder proposal that asks Zoetis’ Board of Directors to replace the supermajority voting provisions in the company’s organizational documents with a simple majority vote standard.

Quarterly Dividend Declared

In separate proceedings today, the Zoetis Board of Directors declared a third quarter 2021 dividend payable to holders of the company’s common stock of $0.25 per share. The dividend is to be paid on Wednesday, Sept. 1, 2021, to holders of record on Wednesday, July 21, 2021.

About Zoetis

As the world’s leading animal health company, Zoetis is driven by a singular purpose: to nurture our world and humankind by advancing care for animals. After nearly 70 years innovating ways to predict, prevent, detect, and treat animal illness, Zoetis continues to stand by those raising and caring for animals worldwide - from livestock farmers to veterinarians and pet owners. The company’s leading portfolio and pipeline of medicines, vaccines, diagnostics and technologies make a difference in over 100 countries. In 2020, Zoetis generated revenue of $6.7 billion with ~11,300 employees. For more, visit www.zoetis.com.

DISCLOSURE NOTICES

Forward-Looking Statements: This press release contains forward-looking statements, which reflect the current views of Zoetis with respect to business plans or prospects, future operating or financial performance, future use of cash and dividend payments, and other future events.

These statements are not guarantees of future performance or actions. Forward-looking statements are subject to risks and uncertainties. If one or more of these risks or uncertainties materialize, or if management's underlying assumptions prove to be incorrect, actual results may differ materially from those contemplated by a forward-looking statement. Forward-looking statements speak only as of the date on which they are made. Zoetis expressly disclaims any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. A further list and description of risks, uncertainties and other matters can befound in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, including in the sections thereof captioned “Forward-Looking Statements and Factors That May Affect Future Results” and “Item 1A. Risk Factors,” in our Quarterly Reports on Form 10-Q and in our Current Reports on Form 8-K. Such risks and uncertainties may be amplified by the COVID-19 pandemic and its potential impact on the global economy and our business. These filings and subsequent filings are available online at www.sec.gov, www.zoetis.com, or on request from Zoetis.

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ZTS-COR

ZTS-IR

XML

Document and Entity Information	May 20, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 20, 2021
Entity Registrant Name	Zoetis Inc.
Entity Central Index Key	0001555280
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	001-35797
Entity Tax Identification Number	46-0696167
Entity Address, Address Line One	10 Sylvan Way,
Entity Address, City or Town	Parsippany,
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07054
City Area Code	973
Local Phone Number	822-7000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	ZTS
Security Exchange Name	NYSE
Entity Emerging Growth Company	false