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 22, 2026
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 5.07 Submission of Matters to a Vote of Security Holders.
Zimmer Biomet Holdings, Inc. (the “Company”) held its annual meeting of shareholders on May 22, 2026. Shareholders took the following actions:
•
elected ten (10) directors for one-year terms ending at the 2027 annual meeting of shareholders (Proposal 1);
•
ratified the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026 (Proposal 2);
•
approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement (Proposal 3); and
•
rejected a shareholder proposal on Independent Board Chairman (Proposal 4).
The vote tabulation for each proposal follows:
Proposal 1 – Election of Directors
Nominee
For
Against
Abstain
Broker Non-Votes
Betsy J. Bernard
162,573,610
6,060,594
92,412
12,009,707
Michael J. Farrell
164,446,421
4,180,484
99,711
12,009,707
Robert A. Hagemann
162,498,257
6,126,364
101,995
12,009,707
Arthur J. Higgins
164,389,482
4,236,047
101,087
12,009,707
Maria Teresa Hilado
163,739,579
4,797,047
189,990
12,009,707
Syed Jafry
165,972,307
2,648,596
105,713
12,009,707
Sreelakshmi Kolli
166,889,697
1,734,443
102,476
12,009,707
Devdatt Kurdikar
160,889,975
7,634,226
202,415
12,009,707
Louis A. Shapiro
167,514,405
1,110,244
101,967
12,009,707
Ivan Tornos
162,652,958
5,540,638
533,020
12,009,707
Proposal 2 – Ratification of the Appointment of the Independent Registered Public Accounting Firm
For
Against
Abstain
Broker Non-Votes
172,738,361
7,887,786
110,176
0
Proposal 3 – Advisory Vote to Approve Named Executive Officer Compensation
For
Against
Abstain
Broker Non-Votes
160,066,066
8,386,847
273,703
12,009,707
Proposal 4 – Approval of Shareholder Proposal on Independent Board Chair
For
Against
Abstain
Broker Non-Votes
31,288,886
137,043,058
394,672
12,009,707
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
EXHIBIT INDEX
Exhibit No.
Description
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: May 27, 2026
ZIMMER BIOMET HOLDINGS, INC.
By:
/s/ Chad F. Phipps
Name:
Chad F. Phipps
Title:
Senior Vice President, Chief Legal and Corporate Affairs Officer and Secretary