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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): May 6, 2021
Zoetis Inc.
(Exact name of
registrant as specified in its charter)
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Delaware
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001-35797
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46-0696167
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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10
Sylvan Way, Parsippany, New Jersey
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07054
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
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(973) 822-7000
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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ZTS
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New York Stock Exchange
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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 May 11, 2021, Zoetis Inc.
(the “Company”) announced that Glenn C. David, the Company’s Executive Vice President and Chief Financial Officer, has
been named Executive Vice President and Group President, overseeing International Operations and other business units, effective June
1, 2021. In connection with this transition, Mr. David has resigned as Chief Financial Officer and principal accounting officer of the
Company, effective June 1, 2021, and the Company announced that Wetteny Joseph will join the Company as Executive Vice President, Chief
Financial Officer and Head of Business Development, also effective June 1, 2021. Mr. Joseph will oversee the company’s financial
management, planning and business development function, and serve as principal accounting officer of the Company.
Mr. Joseph, age 49, has served
as Senior Vice President and Chief Financial Officer of Catalent, Inc., a global leader in pharmaceuticals, biologics and consumer health
products, since February 2018. He joined Catalent in 2008 as Vice President and Corporate Controller, and held senior finance positions
until October 2015, when he was named President, Clinical Supply Services, one of the company’s principal business units. Before
joining Catalent, Mr. Joseph held a variety of senior financial positions at the industrial distribution company HD Supply, including
CFO for its $1.2 billion plumbing and HVAC business unit. He also served as Corporate Controller at Hughes Supply, a Fortune 500, NYSE-listed
company that was acquired by Home Depot and became part of HD Supply. In his early career, Mr. Joseph spent six years at PricewaterhouseCoopers
as an auditor and strategic financial advisor across a variety of industries. Mr. Joseph serves on the Board of Directors of Ashland Global
Holdings Inc. Mr. Joseph holds both master’s and bachelor’s degrees in accounting from Florida Atlantic University and is
a Certified Public Accountant.
There are no arrangements
or understandings between Mr. Joseph and any other persons pursuant to which he was appointed as the Company’s Executive Vice President,
Chief Financial Officer and Head of Business Development, other than the offer letter from the Company to Mr. Joseph, the material terms
of which are described below. There are no family relationships between Mr. Joseph and any director, executive officer, or person nominated
or chosen by the Company to become a director or executive officer of the Company. The Company has not entered into any transactions with
Mr. Joseph that would require disclosure pursuant to Item 404(a) of Regulation S-K.
A summary of the material
terms and conditions of Mr. Joseph’s offer letter, as approved by the Human Resources Committee of the Company’s Board of
Directors (the “Human Resources Committee”), is set forth below. As the Company’s Executive Vice President, Chief Financial
Officer and Head of Business Development, Mr. Joseph will:
• receive an annual base
salary of $675,000;
• be eligible to participate
in the Company’s Annual Incentive Plan, with an annual target incentive of 80% of his base salary, to be earned based on factors
such as the Company’s performance, his function’s performance, and his individual performance, and subject to the approval
of the Human Resources Committee;
• be eligible to participate
in the Company’s Long-Term Incentive Program, with a target award for the 2022 long-term incentive grant of $2,200,000, subject
to the terms and conditions set forth in the Company’s Equity and Incentive Plan documents;
• receive a sign-on cash
payment of $2,000,000;
• receive a sign-on
long-term incentive award with a grant date fair value of $5,100,000 upon the commencement of his employment in the form of
restricted stock units in respect of common stock of the Company (“RSUs”) that will vest on the third anniversary of the
grant date, with $1,400,000 of such RSUs being non-forfeitable if Mr. Joseph’s employment is terminated for any reason other
than for Cause (as defined in the Zoetis Executive Severance Plan) and $3,700,000 of such RSUs being subject to Mr. Joseph’s
continued employment with Zoetis through the applicable vesting date, and all RSUs will be subject to the terms and conditions set
forth in the Company’s Equity and Incentive Plan documents;
• be eligible to receive
benefits under the Company’s Executive Severance Plan in the event of certain involuntary termination circumstances, subject to
the terms and conditions described in the plan document; and
• be eligible to participate
in the Company’s U.S. benefits programs, subject to the terms and conditions of each program, and as described in the plan documents
and summary plan descriptions.
In addition to the
compensation that Mr. Joseph will receive in connection with his appointment as Executive Vice President, Chief Financial Officer
and Head of Business Development, the Company will enter into its standard form of indemnification agreement with Mr. Joseph, which
is filed as Exhibit 10.19 to the Registration Statement on Form S-1 of the Company, as amended (Registration No. 333-183254), filed
with the United States Securities and Exchange Commission on January 11, 2013.
The foregoing description
of the terms and conditions of the offer letter with Mr. Joseph does not purport to be complete and is qualified in its entirety by reference
to such agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 8.01. Other Events.
On May 11, 2021, the Company
issued a press release announcing the CFO transition. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following Exhibits are filed
herewith as part of this report:
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.
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ZOETIS INC.
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By:
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/s/ Heidi C. Chen
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Name:
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Heidi C. Chen
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Title:
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Executive Vice President, General Counsel and Corporate Secretary
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Dated: May 11, 2021
Exhibit
10.1
Zoetis Inc.
10 Sylvan Way
Parsippany, NJ 07054
May 5, 2021
Mr. Wetteny Joseph
Dear Wetteny,
On behalf of Zoetis, Kristin Peck and
I are delighted to extend to you an offer to join Zoetis in the position of Executive Vice President, Chief Financial Officer and Head
of Business Development.
All who interviewed you were impressed
by your background and experience and we look forward to you making a significant contribution to our Company.
This letter confirms the terms of the
offer.
Annual Base Salary:
$675,000, payable bi-weekly.
Annual Bonus:
You are eligible to participate in our
Zoetis Annual Incentive Plan (ZAIP). As a ZAIP participant, you will work with your manager each year to develop ZAIP objectives. Your
target annual incentive will be 80% of your base salary. Please note that bonuses under the ZAIP are discretionary, and that neither
this letter, nor your target incentive, constitutes a guarantee that you will receive a bonus of any particular amount.
Your ZAIP bonus for 2021 will be payable
in March of 2022, pending approval by the Human Resources Committee of the Board of Directors of Zoetis (the “HR Committee”),
and will be based on factors such as Zoetis’ performance, your functions’ performance, and your individual performance as
assessed by your manager. Your annual bonus payout may vary from 0-200% of target based on business performance and your individual performance,
subject to the overall bonus pool funding based on Zoetis Inc. performance.
Long Term
Incentive:
You are eligible to participate in Zoetis’
Long-Term Incentive (LTI) Program, and your 2022 target LTI award will be $2,200,000. The program is designed to recognize performance
and encourage long-term commitment to Zoetis with discretionary share-based rewards. Share-based awards must be approved by the HR Committee.
Each award is an independent “stand-alone” event without any connection in terms of eligibility or amount as compared to prior
or future grants. Award eligibility is determined on an annual basis with consideration of external market data as well as internal business
drivers. Awards are governed by federal and state law, the requirements of the New York Stock Exchange, and the terms and conditions set
forth in the Zoetis Equity and Incentive Plan (“Plan”) documents.
Sign-On Bonus:
You will receive a cash sign-on payment
of $2,000,000. This is a one-time payment that is subject to supplemental income tax rates. Payment will be made within thirty
(30) days following your start date. In the event that you are terminated for Cause, you agree to repay the sign-on bonus. By accepting
this offer, you agree to repay Zoetis the full amount owed, if you are terminated for Cause, within thirty (30) days of your last day
of work or as otherwise agreed to with Zoetis.
Sign-On LTI
Award:
In addition, you will be granted a one-time sign-on LTI award
with a grant date value of $5,100,000. This award will be made in the form of Zoetis Restricted Stock Units
(“RSUs”) and will be granted on the last trading day of the month that includes your date of hire. Zoetis share-based
awards, including these RSUs, generally vest 100% on the third anniversary of the grant date, assuming your continued employment by
Zoetis through that date. As we discussed, $1,400,000 of this sign-on award will be non-forfeitable in the event of your termination
of employment with Zoetis for any reason other than for Cause. In addition, this share-based award will be governed by the terms and
conditions set forth in your LTI Award Agreement and the Plan documents. The Plan document and a sample LTI Award Agreement will be
sent to you under separate cover.
Vacation:
In addition to Company-paid holidays,
you are entitled 4 weeks of annual vacation.
Benefits:
You will also be eligible to participate
in Zoetis’ benefits program as described in the accompanying benefits document. Benefit coverage will commence on your start
date. You will receive complete details and enrollment information within your first week of employment. Your participation
in Zoetis’ benefit programs is subject to the terms and conditions of each program, as described in greater detail in the plan documents
and summary plan descriptions. The benefits programs are subject to change by Zoetis in its discretion.
Severance:
As a member of the Zoetis Executive Team,
you will be covered under the terms and conditions of the Zoetis Executive Severance Plan. A copy of the Executive Severance Plan will
be sent to you under separate cover.
Pre-Employment Contingencies:
In accordance with Zoetis policy, and
as set forth above, this employment offer is contingent upon successful completion of all aspects of Zoetis’ pre-employment screening
process. This process includes the verification of information you provide to us for a background check as well as your successful completion
of a drug screen to detect the presence of illegal drugs.
Background Verification Process (BVP)
- This program will verify the information you have provided concerning your prior employment and education. Also, as a responsible employer
concerned with the security of our customers, employees, business partners and the general public, we will perform a criminal history
check to determine whether there are criminal convictions of record and verify your identity. Once you have notified us of that you have
accepted this offer of employment, you will receive an e-mail prompt from HireRight who will coordinate the investigation.
Pre-Employment Drug Screen – All
new hire applicants must complete a pre-employment drug screen prior to the commencement of employment. Once you have notified us of that
you have accepted this offer of employment, you will receive an e-mail prompt from HireRight within 48 hours of offer acceptance to schedule
your pre-employment drug test. The drug screen must be completed within 5 days of offer acceptance.
Employment
Eligibility Verification:
As required by current US immigration
law, this offer is contingent upon your ability to satisfy the Form I-9 requirements at the time that you commence work in the US or within
3 business days of the date your employment begins. This requires you to establish your identity and to prove that you have legal authorization
to work for Zoetis in the US. In the event that you do not have legal authorization to work for Zoetis in the US, and that you are unable
to secure such employment authorization by the time that you are scheduled to commence work, Zoetis will not be able to hire you and this
offer of employment will therefore be revoked. If you have started work but fail to provide acceptable I-9 documentation your employment
will be immediately terminated.
Also in considering this offer, if
you are accepting employment as a nonimmigrant who is authorized to work in the US, it will be your responsibility to work with
Zoetis’ Immigration Team to ensure that your work authorization remains current and that when you travel you secure proper
travel documents to avoid problems re-entering the U.S. Your failure to manage these important matters could result in Zoetis’
inability to continue your employment. Moreover, Zoetis makes no promise or representation in this offer of employment to support
extensions of your nonimmigrant work authorization or to support your application for permanent residency in the US. These decisions
are made by your management, human resources and Zoetis Immigration Team on an individual basis. You should consider this carefully
before deciding to accept this offer.
Employment At-Will:
This letter, and its accompanying documents,
set out the complete terms of our offer of employment but are not intended as and should not be considered a contract of employment for
a fixed period of time. If you accept this offer of employment with the Company you accept that your employment is at-will, which means
that you or Zoetis are free to end the employment relationship at any time, with or without cause. Any amendments to this letter must
be in writing.
Your start date is expected to be no later than June 15, 2021.
To accept this offer, please sign this
letter and return it to me. Please also retain a copy for your records. If you have any questions about this offer, please contact me
at roxanne.lagano@zoetis.com. Please note this offer expires at the close of business on May 7, 2021.
Wetteny, we are so excited to have you
join Zoetis and I very much look forward to working with you.
Best regards,
Roxanne Lagano
EVP, Chief Human Resources Officer and
Global Operations
Accepted:
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/s/ Wetteny Joseph
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May 6, 2021
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Wetteny Joseph
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Date
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Exhibit 99.1
FOR IMMEDIATE RELEASE
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Media Contacts:
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Investor Contacts:
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Bill Price
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Steve Frank
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1-973-443-2742 (o)
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1-973-822-7141 (o)
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william.price@zoetis.com
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steve.frank@zoetis.com
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Kristen Seely
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Keith Gaub
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1-973-443-2777 (o)
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1-973-822-7154 (o)
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kristen.seely@zoetis.com
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keith.gaub@zoetis.com
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Zoetis Announces Appointment of Glenn David
as Group President and
Wetteny Joseph as Executive Vice President and Chief Financial Officer
PARSIPPANY, NJ – May 11, 2021
– Zoetis Inc. (NYSE:ZTS) today announced leadership changes that will accelerate its long-term growth strategy in key markets
and add new talent to its executive team. Glenn David, Executive Vice President and Chief Financial Officer (CFO) for Zoetis, has been
named Executive Vice President and Group President, overseeing International Operations and other business units, effective June 1, 2021.
In addition, the company announced Wetteny Joseph will join Zoetis as Executive Vice President and Chief Financial Officer, reporting
to CEO Kristin Peck, and assume responsibility for the oversight of the company’s financial management, planning, and business development
group, effective June 1, 2021.
“Glenn’s record of success at Zoetis, plus his deep knowledge
of our operations and the animal health industry, make him the ideal leader to drive Zoetis’ next phase of global growth in international
markets, aquaculture, biodevices and pet insurance,” said Chief Executive Officer Kristin Peck. “As CFO for the last five
years and a leader in animal health for a decade, Glenn has been a champion for building our business. He has played a pivotal role in
supporting our recent product launches, scrutinizing new business opportunities, and investing in global expansion initiatives. We are
very excited by the strong leadership qualities and experience Glenn will bring to this role.”
“The Board and I are also excited to welcome Wetteny, a proven
leader in healthcare whose global experience and results-driven approach will help ensure that Zoetis continues its strong growth trajectory,”
said Peck. “Wetteny has impeccable CFO credentials from his years at Catalent, and he has built world-class Finance organizations
and strong relationships with the investment community. I am confident that he will continue to enhance the reputation Zoetis has built
for our market performance, value creation and leadership in animal health.”
As Group President, David will oversee Zoetis’ international
operations, including China and Brazil, two of the company’s largest and fastest-growing markets. He will also be responsible for
the company’s aquaculture business (PHARMAQ), Global BioDevices, and Pumpkin Pet Insurance.
“I am very proud of what we have accomplished at Zoetis over the last eight years, and I see even greater opportunities ahead with
an innovative portfolio that is addressing critical needs and defining new standards of care for animals,” said David. “I
am excited to take on a more customer-facing role leading our commercial teams, and I look forward to helping accelerate our long-term
growth in international markets, where we see untapped opportunities for our products and services.”
As CFO, Joseph will report directly to Chief Executive Officer Kristin Peck and become part of the Zoetis Executive Team. He brings with
him valuable financial expertise and deep experience in the healthcare industry from 13 years at Catalent, a global leader in pharmaceuticals,
biologics and consumer health products. During his career, he has worked across diverse and complex businesses, leading finance functions
and business units, and managing relationships with stakeholders from customers to investors.
“I am delighted with the tremendous opportunity to join a world
leading company like Zoetis,” said Joseph. “Zoetis has been delivering sustainable revenue and earnings growth since its launch,
while also introducing innovative new products for customers. I look forward to bringing my skills and experience to Zoetis and building
on that strong track record of performance with Kristin and the team.”
About Glenn David
Since becoming CFO in 2016, David, age 49, has supported the company’s
ability to consistently grow revenue faster than the market and grow adjusted net income faster than revenue. He has supported the company’s
investments in future growth through sound business development and capital allocation strategies. He has maintained a well-capitalized
and financially disciplined business, creating significant value for shareholders. Earlier in his career, David served as Senior Vice
President of Finance Operations for Zoetis during its Initial Public Offering in 2013. Before the Zoetis IPO, David served in various
financial roles at Pfizer, including Vice President of Global Finance for Pfizer Animal Health and Vice President of Finance for the U.S.
Primary Care franchise.
About Wetteny Joseph
Joseph, age 49, has served as Senior Vice President and Chief Financial
Officer of Catalent since 2018. He joined Catalent in 2008 as Vice President and Corporate Controller and held various senior finance
roles until October 2015, when he was named President, Clinical Supply Services, one of the company’s principal business units.
Before joining Catalent, Joseph held a variety of senior financial positions at the industrial distribution company HD Supply including
CFO for its $1.2 billion plumbing and HVAC business unit. He also served as Corporate Controller at Hughes Supply, a Fortune 500, NYSE-listed
company that was acquired by Home Depot and became part of HD Supply. In his early career, Mr. Joseph spent six years at PricewaterhouseCoopers
as an auditor and strategic financial advisor across a variety of industries.
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 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 be found 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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