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Zoetis Inc.
10 Sylvan Way Parsippany, NJ 07054 |
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WHEN
Thursday, May 19, 2022
8:00 a.m. Eastern Daylight Time |
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WHERE
Virtual meeting webcast at: www.virtualshareholdermeeting.com/ZTS2022
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RECORD DATE
Close of Business on March 25, 2022
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ITEMS OF BUSINESS
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1.
Election of Class III Directors until the 2025 Annual Meeting of Shareholders for a three-year term (or until the 2023 Annual Meeting of Shareholders for a one-year term if Item 6 is approved and the Declassification Amendment is filed and becomes effective) as set forth in this proxy statement
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2.
Advisory vote to approve our executive compensation
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3.
Approval of an amendment and restatement of our 2013 Equity and Incentive Plan
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4.
Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2022
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5.
Approval of an amendment to our Restated Certificate of Incorporation to eliminate supermajority voting provisions and certain provisions related to Pfizer Inc.
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6.
Approval of an amendment to our Restated Certificate of Incorporation to declassify the Board of Directors
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7.
Such other business as may properly come before the Annual Meeting of Shareholders
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HOW TO VOTE
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Shareholders on the Record Date are entitled to vote in the following ways:
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Call 1 (800) 690-6903
(toll free) |
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Visit
www.proxyvote.com |
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Return a properly
completed, signed and dated proxy card |
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Attend the Annual Meeting
of Shareholders webcast and vote your shares |
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| | IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 19, 2022: | | |
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Zoetis Inc.’s Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2021 are available online at www.proxyvote.com. We are furnishing proxy materials to our shareholders primarily via “Notice and Access” delivery. On or about April 6, 2022, we mailed to our shareholders a notice of internet availability of proxy materials. This notice contains instructions on how to access our Proxy Statement and 2021 Annual Report and vote online.
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| PROXY SUMMARY | | | | | 1 | | |
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| Summary Information About Our Director Nominees and Continuing Directors | | | | | 10 | | |
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As used in this proxy statement, the terms “we”, “us”, “our”, the “Company” or “Zoetis” refer to Zoetis Inc.
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Time and Date
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Thursday, May 19, 2022, at 8:00 a.m. EDT
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Place
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Online virtual meeting at: www.virtualshareholdermeeting.com/ZTS2022
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Record Date
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Close of business on March 25, 2022
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Voting
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Shareholders on the record date are entitled to one vote per share on each matter to be voted upon at the Annual Meeting.
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Admission
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Shareholders on the record date will be able to attend the Annual Meeting webcast, vote their shares electronically and submit questions online during the meeting by logging in to the website listed above using their 16-digit control number. Shareholders and guests who do not provide a 16-digit control number will still be able to attend the Annual Meeting in a listen-only mode, but will be unable to vote or ask questions.
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Item of
Business |
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Our Board
Recommendation |
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Reasons for
Recommendation |
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See Page
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1.
Election of Class III Directors
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✓
FOR
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The Zoetis Board of Directors (the “Board”) has concluded it is in the best interests of Zoetis and its shareholders for each of Mr. Bisaro, Mr. D’Amelio and Mr. McCallister to continue serving as a Zoetis director because each nominee possesses skills, experience, and background, as reflected in their biographies set forth on pages 14 to 21, that enhance the quality of the Board.
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2.
Advisory vote to approve executive compensation (“Say on Pay”)
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✓
FOR
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The Board believes that our executive compensation program is designed to attract, incent and reward our leadership for increasing shareholder value and align the interests of leadership with those of our shareholders on an annual and long-term basis.
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3.
Approval of an Amendment and Restatement of our 2013 Equity and Incentive Plan
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✓
FOR
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The Board believes that it is in the best interests of the Company and its shareholders to approve the Amended and Restated 2013 Equity and Incentive Plan, which will increase the reserve of common stock available under the current plan and extend its term, in order to substantially assist us in continuing to attract and retain employees, consultants and non-employee directors.
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4.
Ratification of appointment of KPMG LLP as our independent registered public accounting firm for 2022
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✓
FOR
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The Audit Committee and Board believe that the continued retention of KPMG as the Company’s independent registered public accounting firm is in the best interests of the Company and its shareholders.
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Item of
Business |
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Our Board
Recommendation |
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Reasons for
Recommendation |
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See Page
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5.
Approval of an amendment to our Restated Certificate of Incorporation to eliminate supermajority voting provisions and the Pfizer provisions
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✓
FOR
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The Board believes that it is in the best interests of Zoetis and its shareholders to amend Zoetis’ Restated Certificate of Incorporation to eliminate all supermajority voting provisions and certain provisions related to Pfizer Inc. (the “Pfizer provisions”).
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6.
Approval of an amendment to our Restated Certificate of Incorporation to declassify the Board
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✓
FOR
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The Board believes that it is in the best interests of Zoetis and its shareholders to amend Zoetis’ Restated Certificate of Incorporation to declassify the Board.
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At Zoetis, we are a global team committed to nurturing the world and humankind by advancing care for animals. For 70 years, Zoetis has supported those who raise and care for animals — from clinics and homes to farms and ranches.
Our purpose — to nurture the world and humankind by advancing care for animals — inspires how we are reimagining animal health. We focus on innovations across the continuum of care for animals — from prediction and prevention to detection and treatment of disease — as well as in digital and data analytics to help accelerate the achievement of those goals. We also continue to promote and develop our highly engaged colleagues who help us champion a healthier, more sustainable future.
At Zoetis, our colleagues drive success and fuel our purpose. Colleagues around the globe take pride in our positive company culture. Our culture is founded on our Core Beliefs, which are part of the promise we make to our customers, investors and partners, and to each other as members of One Zoetis team. Our Core Beliefs have helped us create an award-winning workplace and become an employer of choice in animal health.
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Paul M.
Bisaro |
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Frank A.
D’Amelio |
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Sanjay
Khosla |
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Antoinette R.
Leatherberry |
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Michael B.
McCallister |
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Gregory
Norden |
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Louise M.
Parent |
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Kristin C.
Peck |
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Willie M.
Reed |
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Linda
Rhodes |
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Robert W.
Scully |
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Experience, Skills
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Academia
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Animal Health
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Consumer Products
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Digital & Technology
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Global Businesses
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Human Capital Management
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Life Sciences
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Manufacturing & Supply
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Marketing & Sales
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Mergers & Acquisitions
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Other Public Company Board Member
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Public Company CEO
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Public Company CFO; or Finance and Accounting
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Public Company GC; Compliance; or Corporate Governance
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Research & Development
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Demographic Background
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Board Tenure
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Full Years
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6
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9
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8
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1
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9
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9
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8
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2
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8
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4
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8
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Age (as of March 18, 2022)
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Years Old
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61
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64
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70
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60
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69
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64
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71
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50
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67
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72
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72
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Gender
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Male
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M
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M
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M
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M
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M
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M
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M
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Female
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F
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F
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F
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F
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LGBTQIA+ (optional reporting)
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Identify as LGBTQIA+
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Race* (optional reporting)
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Black or African American
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✓
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American Indian or Alaska Native
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Asian
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✓
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White
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Native Hawaiian or Other Pacific Islander
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Other
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Did not wish to identify
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Ethnicity* (optional reporting)
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Hispanic or Latino
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Not Hispanic or Latino
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✓
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✓
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✓
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✓
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Did not wish to identify
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Director Nominee
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Continuing Director
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*
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Based on U.S. Census Bureau designations
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ITEM 1
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ELECTION OF DIRECTORS
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ITEM 1 RECOMMENDATION: OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF MR. BISARO, MR. D’AMELIO AND MR. MCCALLISTER AS DIRECTORS.
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Name
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Age(1)
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Position(s) with the Company
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Term
Expires |
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| Paul M. Bisaro* | | | | | 61 | | | | Director | | | | | | 2022 (2) | | |
| Frank A. D’Amelio* | | | | | 64 | | | | Director | | | | | | 2022(2) | | |
| Sanjay Khosla* | | | | | 70 | | | | Director | | | | | | 2024 | | |
| Antoinette Leatherberry* | | | | | 60 | | | | Director | | | | | | 2024 | | |
| Michael B. McCallister* | | | | | 69 | | | | Non-Executive Chair of the Board and Director | | | | | | 2022(2) | | |
| Gregory Norden* | | | | | 64 | | | | Director | | | | | | 2023 | | |
| Louise M. Parent* | | | | | 71 | | | | Director | | | | | | 2023 | | |
| Kristin C. Peck | | | | | 50 | | | | CEO and Director | | | | | | 2023 | | |
| Willie M. Reed* | | | | | 67 | | | | Director | | | | | | 2024 | | |
| Linda Rhodes* | | | | | 72 | | | | Director | | | | | | 2024 | | |
| Robert W. Scully* | | | | | 72 | | | | Director | | | | | | 2023 | | |
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PAUL M. BISARO
Age 61
Director since May 2015
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Specific qualifications:
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Senior management experience, including as former CEO of Actavis plc (formerly Watson Pharmaceuticals) and Impax Laboratories, Inc.
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Experience in global healthcare and pharmaceutical industries
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Expertise in mergers and acquisitions
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Public company director experience
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MICHAEL B. MCCALLISTER
Age 69
Director since January 2013
Board Chair since June 2013
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Specific qualifications:
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Senior management experience, including as former CEO of Humana
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Accounting background
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Board chair experience
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Public company director experience
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SANJAY KHOSLA
Age 70
Director since June 2013
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Specific qualifications:
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International business and management experience, including as EVP and President, Developing Markets of Kraft Foods (now Mondelēz International)
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Global operational experience, including in developing markets
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Experience in animal health industry
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Public company director experience
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ANTOINETTE R. LEATHERBERRY
Age 60
Director since December 2020
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Specific qualifications:
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Extensive experience with complex technology transformations during her Deloitte career advising Fortune 500 companies
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Strategic digital technology experience
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Corporate governance expertise
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Diversity and inclusion leadership
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GREGORY NORDEN
Age 64
Director since January 2013
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Specific qualifications:
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Corporate finance experience, including as former CFO of Wyeth
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Experience in global healthcare and pharmaceutical industries
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Accounting background, including as an audit manager at a major accounting firm
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Public company director experience
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LOUISE M. PARENT
Age 71
Director since August 2013
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Specific qualifications:
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Legal, operations, senior management and global business experience as former General Counsel and executive of American Express
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Experience in corporate governance, board matters, compliance and risk management
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Global business experience
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Public company director experience
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KRISTIN C. PECK
Age 50
Director since October 2019
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Specific qualifications:
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Knowledge and leadership of Zoetis as our current CEO
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Experience in animal health and pharmaceutical industries
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Senior management and global business experience
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Public company director experience
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WILLIE M. REED
Age 67
Director since March 2014
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Specific qualifications:
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Thought leadership in the animal health community, including as Dean of the College of Veterinary Medicine at Purdue University
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Doctorates in veterinary medicine and pathology
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Expertise in infectious diseases, avian pathology, veterinary medicines, diagnostics and vaccines
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Senior management experience
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LINDA RHODES
Age 72
Director since August 2017
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Specific qualifications:
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Broad animal health industry experience, including as CEO of animal health start-up company and founder of animal health contract research organization
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Experience in private veterinary practice
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Doctorates in veterinary medicine and physiology
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Public company director experience
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ROBERT W. SCULLY
Age 72
Director since June 2013
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Specific qualifications:
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Experience in financial services and global management, including as a member of the Office of the Chairman of Morgan Stanley
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Public company experience in risk management, audit and financial reporting
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Mergers and acquisitions expertise
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Public company director experience
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Topic
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Zoetis Key Corporate Governance Feature
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Board Quality and Independence
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| | |
•
Board consists of highly-qualified, experienced and diverse directors with relevant expertise for overseeing our strategy, capital allocation, performance, succession planning and risk
•
All directors are independent other than our current CEO
|
|
|
Independent Board Chair
|
| | |
•
Board Chair is an independent director and is elected by the Board annually
|
|
|
Board Committees
|
| | |
•
All four Board Committees — Audit, Human Resources, Corporate Governance and Sustainability, Quality and Innovation — are composed entirely of independent directors
|
|
|
Executive Sessions
|
| | |
•
Directors hold regularly scheduled executive sessions where directors can discuss matters without management presence
•
Independent Board Chair presides over all executive sessions of the Board
|
|
|
Board Oversight of Risk
|
| | |
•
Risk oversight by full Board and Committees, including oversight of the Enterprise Risk Management program, financial reporting, information security and audit risk assessments
|
|
|
Proxy Access
|
| | |
•
Our shareholders may nominate directors through proxy access
|
|
| Board Oversight of Management Succession | | | |
•
Board regularly reviews and discusses succession plans for CEO and other key executives
|
|
|
Board Self-Evaluation
|
| | |
•
Our Board conducts an annual evaluation of itself and each of its Committees
|
|
|
Accountability
|
| | |
•
In uncontested director elections, our directors are elected by a majority of votes cast
•
Each share of common stock is entitled to one vote
•
Our Code of Conduct fosters a culture of honesty and accountability
•
Anti-hedging and anti-pledging policies covering directors and employees
•
Claw-back policy covering incentive compensation paid to executives
|
|
|
Director Stock Ownership
|
| | |
•
Each non-employee director is required to hold Zoetis stock worth at least $500,000 (including share equivalent units), subject to a five-year grace period
|
|
|
Open Lines of Communication
|
| | |
•
Processes in place to facilitate communication with shareholders and other stakeholders
•
Board promotes open and frank discussions with management and there is ongoing communication between our Board (including the Board and Committee Chairs) and management
•
Our directors have access to all members of management and other employees and are authorized to hire outside advisors at the Company’s expense
|
|
|
Board Refreshment
|
| | |
•
Led by the Corporate Governance and Sustainability Committee, the Board regularly reviews the Board’s composition with a focus on identifying and evaluating potential board candidates
•
Mandatory Retirement Policy at age 75, absent special circumstances
|
|
|
Director Orientation and Continuing Education
|
| | |
•
Comprehensive orientation for new directors
•
Continuing education consisting of in-house presentations, presentations by industry and subject matter experts, third-party director courses and site and customer visits
|
|
|
Board Diversity
|
| | |
•
Diverse board with female and racial/ethnic representation
•
Board considers diversity of skills, experience, race, ethnicity, gender, cultural background and thought among directors when evaluating director nominees
•
The Corporate Governance and Sustainability Committee considers, and asks search firms to include in candidate lists, diverse director candidates who meet applicable search criteria
|
|
|
Corporate Responsibility &
ESG/Sustainability |
| | |
•
The Board exercises ultimate oversight over the Company’s sustainability strategy and program, and monitors the Company’s overall sustainability progress
•
The Board’s Committees oversee the Company’s sustainability practices, including animal welfare, human capital management, DE&I, pay equity, compliance, environmental, health and safety and manufacturing quality matters, public policy issues and corporate governance
•
In June 2021, Zoetis published our first Sustainability Report, which takes into account the disclosure frameworks and guidance of leading sustainability organizations, such as the Sustainability Accounting Standards Board, the Task Force on Climate-Related Financial Disclosures, and the United Nations Sustainable Development Goals
•
In 2021 Zoetis participated in the CDP (formerly the Carbon Disclosure Project) climate change survey for the first time
|
|
|
|
| | |
|
| | |
Committee
|
| ||||||||||||
|
Name
|
| | |
Independent
|
| | |
Audit
|
| | |
Human
Resources |
| | |
Corporate
Governance and Sustainability |
| | |
Quality and
Innovation |
|
|
Paul M. Bisaro
|
| | |
yes
|
| | |
|
| | |
![]() |
| | |
|
| | |
![]() |
|
|
Frank A. D’Amelio
|
| | |
yes
|
| | |
![]() |
| | | | | | |
![]() |
| | | | |
|
Sanjay Khosla
|
| | |
yes
|
| | | | | | |
![]() |
| | | | | | |
![]() |
|
|
Antoinette R. Leatherberry
|
| | |
yes
|
| | |
![]() |
| | |
![]() |
| | | | | | | | |
|
Michael B. McCallister
|
| | |
yes
|
| | | | | | | | | | | | | | | | |
|
Gregory Norden
|
| | |
yes
|
| | |
![]() |
| | |
![]() |
| | | | | | | | |
|
Louise M. Parent
|
| | |
yes
|
| | |
![]() |
| | | | | | |
![]() |
| | | | |
|
Kristin C. Peck
|
| | |
no
|
| | | | | | | | | | | | | | | | |
|
Willie M. Reed
|
| | |
yes
|
| | | | | | | | | | |
![]() |
| | |
![]() |
|
|
Linda Rhodes
|
| | |
yes
|
| | | | | | | | | | |
![]() |
| | |
![]() |
|
|
Robert W. Scully
|
| | |
yes
|
| | |
![]() |
| | |
![]() |
| | | | | | | | |
|
Number of Meetings in 2021
|
| | | | | | |
8
|
| | |
7
|
| | |
5
|
| | |
4
|
|
|
Board Committees
|
| | |
Responsibilities
|
|
|
AUDIT COMMITTEE
All Members Independent
All Members Financially Literate
Each of Mr. D’Amelio, Mr. Norden and Mr. Scully
qualifies as an “audit committee financial expert” |
| | |
•
Oversees the integrity of our financial statements and system of internal controls
•
Sole authority and responsibility to select, determine the compensation of, evaluate and, when appropriate, replace our independent public accounting firm
•
Oversees the performance of our internal audit function
•
Oversees our risk management programs, including information security (including cybersecurity) and data privacy
•
Reviews reports from management, legal counsel and third parties (including our independent public accounting firm) relating to the status of our compliance with laws, regulations and internal procedures
|
|
|
CORPORATE GOVERNANCE AND SUSTAINABILITY COMMITTEE
All Members Independent
|
| | |
•
Responsible for the Company’s corporate governance practices, policies and procedures
•
Identifies and recommends candidates for election to our Board; recommends members and chairs of Board Committees
•
Advises on and recommends director compensation for approval by the Board
•
Administers our policies and procedures regarding related person transactions
•
Oversees our strategies, initiatives, activities and disclosures regarding ESG and sustainability
|
|
|
HUMAN RESOURCES COMMITTEE
All Members Independent
|
| | |
•
Approves our overall compensation philosophy
•
Oversees our compensation and benefit programs, policies and practices and manages the related risks
•
Annually establishes the corporate goals and objectives relevant to the compensation of our CEO, reviews the goals established by our CEO for our other executive officers and evaluates their performance in light of these goals
•
Recommends CEO compensation to the Board and approves the compensation of our other executive officers
•
Oversees our programs and policies regarding talent development, colleague engagement and DE&I
•
Administers our incentive and equity-based compensation plans
|
|
|
QUALITY AND INNOVATION COMMITTEE
All Members Independent
|
| | |
•
Evaluates our strategy, activities, results and investment in research and development and innovation
•
Oversees compliance with processes and internal controls relating to our manufacturing quality and environmental, health and safety (“EHS”) programs;
•
Reviews organizational structures and qualifications of key personnel in our supply chain, manufacturing quality and EHS functions
•
Oversees our programs with respect to animal welfare, adverse event reporting and product safety matters
|
|
|
Name
|
| | |
Fees
Earned or Paid in Cash($)(1) |
| | |
Stock
Awards ($)(2)(3) |
| | |
Option
Awards($) |
| | |
Non-Equity
Incentive Plan Compensation ($) |
| | |
Change in
Pension Value and Non- Qualified Deferred Compensation Earnings($) |
| | |
All Other
Compensation ($) |
| | |
Total
($) |
| |||||||||||||||||||||
| Juan Ramón Alaix(4) | | | | | $ | 41,667 | | | | | | $ | 230,000 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | $ | 271,667 | | |
| Paul M. Bisaro(5) | | | | | $ | 114,583 | | | | | | $ | 230,000 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | $ | 344,583 | | |
| Frank A. D’Amelio(6) | | | | | $ | 100,000 | | | | | | $ | 230,000 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | $ | 330,000 | | |
| Sanjay Khosla(6) | | | | | $ | 100,000 | | | | | | $ | 230,000 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | $ | 330,000 | | |
| Antoinette R. Leatherberry(6) | | | | | $ | 100,000 | | | | | | $ | 230,000 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | $ | 330,000 | | |
| Michael B. McCallister(7) | | | | | $ | 264,583 | | | | | | $ | 230,000 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | $ | 494,583 | | |
| Gregory Norden(8) | | | | | $ | 125,000 | | | | | | $ | 230,000 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | $ | 355,000 | | |
| Louise M. Parent(9) | | | | | $ | 110,417 | | | | | | $ | 230,000 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | $ | 340,417 | | |
| Willie M. Reed(10) | | | | | $ | 110,417 | | | | | | $ | 230,000 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | $ | 340,417 | | |
| Linda Rhodes(6) | | | | | $ | 100,000 | | | | | | $ | 230,000 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | $ | 330,000 | | |
| Robert W. Scully(11) | | | | | $ | 125,000 | | | | | | $ | 230,000 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | $ | 355,000 | | |
| William C. Steere, Jr.(12) | | | | | $ | 41,667 | | | | | | $ | 230,000 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | $ | 271,667 | | |
|
ITEM 2
|
| | ADVISORY VOTE TO APPROVE OUR EXECUTIVE COMPENSATION (“SAY ON PAY”) | |
|
ITEM 2 RECOMMENDATION: OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF OUR EXECUTIVE COMPENSATION.
|
|
|
NEO
|
| | |
Title
|
|
|
Kristin C. Peck
|
| | |
Chief Executive Officer (“CEO”)
|
|
|
Wetteny Joseph
|
| | | Executive Vice President (“EVP”) and Chief Financial Officer (“CFO”) since June 1, 2021 | |
|
Glenn C. David
|
| | | EVP and Group President, International Operations, Aquaculture, BioDevices and Pet Insurance since June 1, 2021; EVP and CFO until May 31, 2021 | |
|
Catherine A. Knupp*
|
| | | EVP, President of Research and Development | |
|
Roman Trawicki
|
| | | EVP, President of Global Manufacturing and Supply | |
|
Heidi C. Chen
|
| | | EVP, General Counsel and Corporate Secretary; Lead of Human Health Diagnostics | |
|
Compensation Philosophy
|
| | |
Objectives
|
|
|
Pay for Performance
|
| | | Foster a pay-for-performance culture by tying a large portion of our executives’ pay to performance against pre-established annual Company financial and operational metrics, as well as pre-established annual individual goals for each executive. | |
|
Align Management Interests with Shareholders
|
| | | Align the interests of management with results delivered to our shareholders through the use of long-term incentive programs that are designed to reward executives for increasing the value of our shareholders’ investment. | |
|
Pay Mix
|
| | | Provide competitive compensation opportunities over the short term (base salary and annual incentives) and long term (equity-based long-term incentive awards) which are intended to retain our experienced management team, enable us to attract new qualified executives when needed and remain externally aligned with the compensation practices of our peer group, with the majority of pay at-risk and tied to long-term performance. | |
| |
WHAT WE DO:
|
| | |||
| | ✓ | | |
Emphasize pay for performance — our executive compensation program emphasizes variable pay over fixed pay, with more than three-quarters of our executives’ target compensation tied to our financial results and stock performance.
|
| |
| | ✓ | | | Maintain a three-year cliff vesting schedule for equity-based long-term incentive awards. | | |
| | ✓ | | | Require executives to comply with market-competitive stock ownership guidelines. | | |
| | ✓ | | | Require executives to hold net shares upon the exercise of stock options or vesting of stock until they achieve the relevant stock ownership guideline. | | |
| | ✓ | | |
Maintain a policy prohibiting traditional perquisites of employment (as determined by our Board) for our employees, including our NEOs.
|
| |
| | ✓ | | | Maintain anti-hedging and anti-pledging policies applicable to our directors and employees, including our NEOs. | | |
| | ✓ | | | Maintain a clawback policy that allows us to recover incentive payments based on financial results that are subsequently restated or in response to certain inappropriate actions on the part of our executives. Additionally, for our senior leaders, a non-competition provision is included for equity-based incentive awards. | | |
| | ✓ | | | Provide for “double-trigger” equity award vesting and severance benefits following a change in control. | | |
| | ✓ | | |
Provide severance benefits through an Executive Severance Plan, consisting of cash equal to a multiple of base salary and target annual incentive, as well as continued health and welfare benefits, as described in the Executive Severance Plan.
|
| |
| | ✓ | | | Use an independent compensation consultant when designing and evaluating our executive compensation policies and programs. | | |
| | ✓ | | |
Conduct an annual risk assessment to ensure that the Company’s pay programs and practices do not create risks that are likely to have a material adverse impact on the Company.
|
| |
| |
WHAT WE DON’T DO:
|
| | |||
| | ✘ | | | Maintain employment agreements with our executives, including our NEOs (other than agreements that are required or customary for executives outside of the U.S., and short-term agreements for specific purposes). | | |
| | ✘ | | | Allow repricing of stock options without shareholder approval. | | |
| | ✘ | | |
Provide tax “gross ups” to any of our executives, including our NEOs (except with respect to certain international assignment or relocation expenses, consistent with our policies and available to all eligible employees on the same basis).
|
| |
| | ✘ | | | Provide for “single-trigger” equity award vesting or other “single-trigger” payments or benefits upon a change in control. | | |
|
Element
|
| | |
Description and Purpose
|
| | |
Comments
|
|
|
Cash Compensation
|
| ||||||||
|
Base Salary
|
| | |
•
Fixed cash compensation that reflects fulfillment of day-to-day responsibilities, skills and experience.
•
Addresses employee cash-flow needs and retention objectives.
|
| | |
•
Reviewed annually considering changes in market practice, performance and individual responsibility.
|
|
|
Annual Incentive Plan
|
| | |
•
Annual cash incentive that rewards achievement of our financial and strategic/operational goals, as well as the individual performance of the NEO and, along with base salary, provides a market-competitive annual cash compensation opportunity.
•
For 2021, the AIP pool was funded based on Zoetis’ performance against revenue, adjusted diluted EPS and free cash flow goals.
|
| | |
•
Amount of payout is based on the extent of achievement of Company and individual goals set and approved by the Human Resources Committee in the first quarter of each year.
•
The Human Resources Committee may exercise discretion in considering performance results in the context of other strategic and operational objectives.
|
|
| Long-Term Incentives | | ||||||||
|
Performance Award Units
|
| | |
•
Equity awards that give the recipient the right to receive shares of Zoetis stock on a specified future date, subject to vesting and the Company’s performance against its three-year Relative TSR goals.
•
Align NEO and shareholder interests, as the value NEOs realize from their performance award units depends on the value of the shareholders’ investment relative to other similar investment opportunities over the same time period.
|
| | |
•
In 2021, the target number of performance award units represented 50% of each NEO’s annual long-term incentive opportunity based on the grant date fair value of the awards.
•
Three-year cliff vesting: units earned based on Relative TSR, the Company’s TSR results over the three-year performance period relative to the TSR results of the S&P 500 Group (as described below under “Long-Term Incentives”), vest 100% on the third anniversary of the date of grant, subject to the NEO’s continued employment through such date (with vesting on certain earlier terminations, such as retirement, death, restructuring, change in control, etc., that are generally aligned with market practice).
•
Paid out in shares of Company common stock upon vesting, with the payout ranging from 0% to 200% of target (including dividend equivalents), depending on the extent to which the pre-determined performance goals have been achieved.
•
Dividend equivalents are accrued over the vesting period and paid when and if the performance award units vest (subject to the same vesting conditions as the underlying performance award units).
|
|
|
Element
|
| | |
Description and Purpose
|
| | |
Comments
|
|
| Long-Term Incentives (Continued) |
| ||||||||
|
Stock Options
|
| | |
•
Equity awards that provide value based on growth in our stock price.
•
Intended to focus NEOs on increasing the Company’s stock price.
•
Reward NEOs for increases in the stock price over a period of up to ten years.
|
| | |
•
In 2021, stock options represented 25% of each NEO’s annual long-term incentive opportunity based on the grant date fair value of the awards.
•
Exercise price equals 100% of the stock price on the date of grant.
•
Ten-year term.
•
Three-year cliff vesting: vests 100% on the third anniversary of the date of grant, subject to the NEO’s continued employment through such date (with vesting on certain earlier terminations, such as retirement, death, restructuring, change in control, etc., that are generally aligned with market practice).
|
|
|
Restricted Stock Units
|
| | |
•
Equity awards that give the recipient the right to receive shares of Zoetis stock on a specified future date, subject to vesting.
•
Align NEO and shareholder interests, as NEOs will realize a higher value from RSUs from an increasing stock price.
|
| | |
•
In 2021, RSUs represented 25% of each NEO’s annual long-term incentive opportunity based on the grant date fair value of the awards.
•
Three-year cliff vesting: vests 100% on the third anniversary of the date of grant, subject to the NEO’s continued employment through such date (with vesting on certain earlier terminations, such as retirement, death, restructuring, change in control, etc., that are generally aligned with market practice).
•
Paid out in shares of Company common stock upon vesting.
•
Dividend equivalents are accrued over the vesting period and paid when and if the RSUs vest (subject to the same vesting conditions as the underlying RSUs).
|
|
| Retirement | | ||||||||
|
U.S. Savings Plan
(“Savings Plan”) |
| | |
•
A tax-qualified 401(k)/profit sharing plan that allows U.S. participants to defer a portion of their compensation, up to U.S. Internal Revenue Code (“IRC”) and other limitations, and receive a Company matching contribution.
•
A discretionary profit sharing contribution of up to 8% of an eligible employee’s eligible pay (generally, base salary plus bonuses), within IRC limitations and based on Company performance.
|
| | |
•
We provide a matching contribution of 100% on the first 5% of an employee’s eligible pay contributed to the Savings Plan, up to IRC limitations.
•
For 2021, we made a profit sharing contribution of 6.5% of eligible pay (within IRC limitations) to all eligible U.S. employees.
|
|
|
Supplemental Savings
Plan |
| | |
•
A non-qualified deferred compensation plan that makes up for amounts that would otherwise have been contributed to the Savings Plan (by the employee or as matching or profit sharing contributions by the Company) but could not be contributed due to IRC limitations.
•
Also allows NEOs and certain other executives to defer up to an additional 60% of the amount of their AIP payment that is over the IRC 401(a)(17) limit and that is not matched by the Company.
|
| | |
•
Matching and profit sharing contributions are notionally credited as Company stock and settled in cash after the employee’s separation from the Company, based upon the terms of the Supplemental Savings Plan and in compliance with applicable IRC regulations.
|
|
|
Element
|
| | |
Description and Purpose
|
| | |
Comments
|
|
| Retirement (Continued) |
| ||||||||
|
Executive Severance Plan
|
| | |
•
Severance benefits provided to NEOs and certain other executives (currently 11 employees, including the NEOs) upon an involuntary termination of employment without cause (whether before or after a change in control), or upon a “good reason” termination of employment upon or within 24 months following a change in control.
•
Facilitates recruitment and retention of NEOs and certain other executives by providing income security in the event of involuntary job loss.
|
| | |
•
Provides the CEO with:
o
1.5 times base salary and target annual incentive upon an involuntary termination of employment without cause (unrelated to a change in control); and
o
2.5 times base salary and target annual incentive upon an involuntary termination of employment without cause or a “good reason” termination following a change in control.
•
Provides other executives, including the NEOs, other than the CEO with:
o
1 times base salary and target annual incentive upon an involuntary termination of employment without cause (unrelated to a change in control); and
o
2 times base salary and target annual incentive upon an involuntary termination of employment without cause or a “good reason” termination following a change in control.
|
|
|
Equity Deferral Plan
|
| | |
•
The Zoetis Equity Deferral Plan allows the most senior leaders of the Company (10 U.S. employees, including the NEOs) to defer the receipt of the Company’s common stock upon vesting of RSUs and performance award units.
•
Participation in this plan is voluntary.
|
| | |
•
Participants may elect to defer up to 100% of the Company common stock to be received upon vesting, or a lesser amount in 25% increments.
•
Participants may elect to receive their deferred shares upon termination of employment in a lump sum or in annual installments (special provisions provide for situations such as death or disability, or to comply with IRC regulations, as described more fully in the Zoetis Equity Deferral Plan).
•
In general, election decisions must be made by the end of the year before the RSUs are granted, and by the end of the second year of a three-year performance period for performance award units.
|
|
|
Agilent Technologies, Inc.
|
| | |
IDEXX Laboratories, Inc.
|
|
|
Alexion Pharmaceuticals, Inc.*
|
| | |
Illumina, Inc.
|
|
|
Baxter International Inc.
|
| | |
Intuitive Surgical, Inc.
|
|
|
Becton, Dickinson and Company
|
| | |
IQVIA Holdings Inc.
|
|
|
Biogen Inc.
|
| | |
Mettler-Toledo International Inc.
|
|
|
Boston Scientific Corporation
|
| | |
Stryker Corporation
|
|
|
Elanco Animal Health Incorporated
|
| | |
Thermo Fisher Scientific Inc.
|
|
|
Gilead Sciences, Inc.
|
| | |
Zimmer Biomet Holdings, Inc.
|
|
|
|
| | |
|
| | |
|
| | |
|
| | |
|
| | |
Pay Mix
|
| |||||||||||||||||||||||||||||
|
NEO
|
| | |
Base
Salary |
| | |
Target
Annual Cash Incentive |
| | |
Long-Term
Equity Incentive |
| | |
Target Total
Direct Compensation |
| | |
Base
Salary |
| | |
Target
Annual Incentive |
| | |
Long-
Term Incentive |
| |||||||||||||||||||||
|
Kristin C. Peck
|
| | | | $ |
1,200,000 |
| | | | | $ |
1,560,000 |
| | | | | $ |
9,240,000 |
| | | | | $ |
12,000,000 |
| | | | | |
10% |
| | | | | |
11% |
| | | | | |
79% |
| |
|
Wetteny Joseph
|
| | | | $ | 675,000 | | | | | | $ | 540,000 | | | | | | $ | 2,200,000 | | | | | | $ | 3,415,000 | | | | | | | 20% | | | | | | | 16% | | | | | | | 64% | | |
|
Glenn C. David
|
| | | | $ | 725,000 | | | | | | $ | 652,500 | | | | | | $ | 2,772,500 | | | | | | $ | 4,150,000 | | | | | | | 17% | | | | | | | 16% | | | | | | | 67% | | |
|
Catherine A. Knupp
|
| | | | $ | 710,000 | | | | | | $ | 568,000 | | | | | | $ | 1,825,000 | | | | | | $ | 3,103,000 | | | | | | | 23% | | | | | | | 18% | | | | | | | 59% | | |
|
Roman Trawicki
|
| | | | $ | 675,000 | | | | | | $ | 540,000 | | | | | | $ | 1,400,000 | | | | | | $ | 2,615,000 | | | | | | | 26% | | | | | | | 21% | | | | | | | 53% | | |
|
Heidi C. Chen
|
| | | | $ | 615,000 | | | | | | $ | 430,500 | | | | | | $ | 1,325,000 | | | | | | $ | 2,370,500 | | | | | | | 26% | | | | | | | 18% | | | | | | | 56% | | |
| |
Our AIP utilizes a funded pool approach. An overall target AIP pool for the year is determined by adding together the target AIP payouts for each eligible employee, including the NEOs. The actual amount of the AIP pool for 2021 was determined by the Human Resources Committee based on the Company’s attainment of the revenue, adjusted diluted EPS and free cash flow goals (weighted 40%, 40% and 20%, respectively) approved by the Human Resources Committee in the first quarter of the year.
|
| | |
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| |
|
|
| | |
2021 Results
|
| | |
Foreign
Exchange Adjustments |
| | |
2021 AIP
Results |
| | |
2021 AIP
Target |
| | |
AIP Results
as a Percent of Target |
| |||||||||||||||
|
Revenue*
|
| | | | $ | 7,776 | | | | | | $ | 36 | | | | | | $ | 7,812 | | | | | | $ | 7,287 | | | | | | | 107% | | |
|
Adjusted Diluted EPS
|
| | | | $ | 4.70 | | | | | | $ | 0.04 | | | | | | $ | 4.74 | | | | | | $ | 4.27 | | | | | | | 111% | | |
|
Free Cash Flow*
|
| | | | $ | 1,736 | | | | | | $ | 18 | | | | | | $ | 1,754 | | | | | | $ | 1,602 | | | | | | | 110% | | |
|
CEO 2021 Achievements
|
| |||
|
Financial Achievements
|
| |
We continue to create shareholder value through our consistently strong financial performance. We delivered our eighth-consecutive year of operational revenue growth and increased profitability.
|
|
|
Drive Innovative Growth
|
| |
We delivered innovative solutions across the continuum of care by focusing our research and development in key opportunity areas.
For Companion Animals:
•
Expanded Simparica Trio® to new markets in 2021, including Japan and Mexico, following its successful debut in the EU, United States, Australia and Canada.
•
Received approval in Canada, Brazil and the U.K. for Librela® and in the EU, the U.K. and Canada for Solensia®, the first injectable monoclonal antibody therapies for the alleviation of pain associated with osteoarthritis in dogs and cats, respectively.
•
Received approvals in China for Cytopoint® and Revolution PLUS® and in the EU and the U.K. for Apoquel® chewable.
•
Received approval in Brazil for our intranasal respiratory vaccine for dogs, Vanguard® i-III.
For Livestock:
•
Expanded Poulvac® Procerta™ HVT-ND for poultry into new markets, including Brazil, Canada and the Philippines.
•
Received vaccine approval in certain countries in the EU for Alpha Ject® Micro 2000 for protection against two bacterial infections in sea bass.
•
Received vaccine approval for Fostera® PCV MH One bottle in China.
|
|
|
Business Development
|
| |
•
We announced an agreement to acquire Jurox, an Australia-based animal health company that develops, manufactures and markets a wide range of veterinary medicines for treating companion animals and livestock.
|
|
|
Enhance Customer Experience
|
| |
•
We maintained quality, reliable supply for our markets throughout the COVID-19 global pandemic and executed supply protection contingencies.
•
We maintained our strong focus on customer experience throughout 2021. We completed implementation of Net Promoter Scores across the United States and our top 12 international markets and improved in key metrics versus 2020.
•
We launched our first online portal for presenting user-friendly diagnostic data to customers, while improving the connectivity of our systems with various practice information management software.
|
|
|
Lead in Digital and Data
|
| |
We expanded our digital and data capabilities in 2021:
•
Launched our Vetscan Imagyst™ diagnostic platform, and now offer our veterinary customers a network of expert remote pathologists for cytology diagnostics in addition to AI technology for fecal testing.
•
Expanded our Virtual Recall software to more veterinary clinics to improve engagement with pet owners and provide tailored communications based on each pet’s quality of life.
•
Increased our digital capabilities across our internal teams, including our Global Manufacturing and Supply, Commercial and Finance teams.
|
|
|
CEO 2021 Achievements
|
| |||
|
Cultivate a High-Performing Organization
|
| |
We worked to engage and retain a high-performing workforce:
•
We continued to adapt our workplace employee benefits and policies to ensure colleague safety and well-being during the COVID-19 global pandemic.
•
Our colleague engagement rate (88% as measured by our 2021 Colleague Engagement Surveys) remains very high relative to peers, confirming a highly engaged workforce.
•
Since setting our DE&I aspirations in 2020, we have raised the overall representation of Black colleagues, other colleagues of color and women colleagues; and we also established Colleague Resource Groups that are expanding communities of interest and allyship within Zoetis.
•
We were named among America’s Best Midsize Companies by Forbes, and we also received Great Place to Work accolades in several markets. We were recognized among the 100 Best Companies for Working Parents by Seramount (formerly Working Mother Media), and, for the first time, made the list of the Best Companies for Dads. DiversityInc recognized us as a Noteworthy Company and a Top Company for Board of Directors, and we were also recognized as a Best Company for Latinos (Latino Leader Magazine) and a Best Place to Work for LGBTQ Equality (Human Rights Campaign).
|
|
|
Champion a Healthier and More Sustainable Future
|
| |
•
We launched our Driven to Care long-term sustainability strategy in 2021, which brings to life specific commitments to Communities, Animals and the Planet.
•
We committed $35 million over five years through the newly established Zoetis Foundation, which focuses grantmaking on strategic priority areas to advance opportunity for veterinarians and farmers globally in the areas of education, wellness and improved livelihoods.
•
We donated thousands of doses of our COVID-19 vaccine for animals to zoos across 14 countries as well as to multiple conservatories, sanctuaries, academic institutions, and government organizations.
•
We advanced sustainable livestock farming through our African Livestock Productivity and Health Advancement (“A.L.P.H.A.”) initiative.
|
|
|
NEO
|
| |
2021 Achievements
|
|
|
Wetteny Joseph
EVP and CFO since June 1, 2021
|
| |
As EVP and CFO, Mr. Joseph:
•
Ensured effective resource allocation to maximize 2021 financial performance for Zoetis, while balancing lingering impacts of COVID-19. Deployed incremental resources in various areas while still delivering an operationally leveraged P&L.
•
Continued strong emphasis on external financial reporting quality and Sarbanes-Oxley Act (“SOX”) compliance, and fully integrated acquired companies into the Zoetis SOX framework, as required.
•
Pursued strategically aligned business development opportunities to drive growth and shareholder value creation, including playing a critical role in the agreement to acquire Jurox in Australia.
•
Successfully led several integrations of acquired businesses.
|
|
|
NEO
|
| |
2021 Achievements
|
|
|
Glenn C. David
EVP and Group President, International Operations, Aquaculture, BioDevices and Pet Insurance since June 1, 2021;
EVP and CFO until May 31, 2021 |
| |
As EVP and Group President, International Operations, Aquaculture, BioDevices and Pet Insurance, Mr. David:
•
Exceeded financial commitments delivering strong revenue and IBT growth, and outpacing growth in International markets. Aquaculture and Pumpkin insurance businesses also significantly exceeded their revenue goals.
•
Delivered strong results in key dermatology and parasiticide portfolios through increased investment behind these key areas of growth. Achieved tremendous success with our pain monoclonal antibody therapy launches, significantly exceeding our expectations and drove strong growth in our diagnostic business.
•
Continued to enhance our engagement and high performance culture by completing the Senior Emerging Leaders initiative, significantly increasing the number of women leaders in our International operations and increasing communications within the organization.
|
|
|
Dr. Catherine A. Knupp
EVP, President of Research and Development
|
| |
As EVP, President of Research and Development, Dr. Knupp led efforts that generated new product approvals and lifecycle innovations across our product lines worldwide.
•
Our new products included:
o
Solensia®, the first injectable monoclonal antibody therapy to treat osteoarthritis pain in cats, in the EU and Canada;
o
Nilablend® in Australia;
o
Librela®, the first injectable monoclonal antibody therapy to treat osteoarthritis pain in dogs, in Canada, Brazil and the U.K.;
o
Draxxin® KP, an antimicrobial for livestock that delivers a full course of antibiotic therapy against bovine respiratory disease in a single dose, combined with the nonsteroidal anti-inflammatory ketoprofen for the control of pyrexia, in the United States and Canada;
o
Dectomax V® in Australia; and
o
Vanguard® i-III an intranasal respiratory vaccine for dogs, in Brazil.
•
Our product lifecycle innovations included:
o
o
Geographic expansion, new claim, new formulation or new species approvals for these key franchises: Vanguard®, Suvaxyn®, Fostera®, Cerenia®, Revolution® Plus, Simparica® , Simparica Trio®, Rispoval®, Procerta®, Draxxin®, Apoquel® and Cytopoint®; and
o
Product approvals in China for Cerenia® Injectable for Cats, Cytopoint®, Excenel RTU EZ®, Fostera® PCV MH One bottle and Revolution® Plus.
•
Maintained momentum in the R&D portfolio, including regulatory submissions and reviews.
|
|
|
Roman Trawicki
EVP, President of Global Manufacturing and Supply
|
| |
As EVP, President of Global Manufacturing and Supply, Mr. Trawicki:
•
Maintained a reliable global supply of high-quality products throughout the COVID-19 global pandemic.
•
Successfully executed agreed-upon 2021 milestones in Plant Network Strategy, including with respect to our China Bio Plant and Rathdrum API plant.
•
Successfully advanced our “Protect Our Planet” Sustainability measures:
o
Renewable energy — conducted bid reviews with green energy providers; and
o
Energy Intensity — rolled out environmental metrics monitoring program with software to 45 sites.
|
|
|
Heidi C. Chen
EVP, General Counsel and Corporate Secretary; Lead of Human Health Diagnostics
|
| |
As EVP, General Counsel and Corporate Secretary; Lead of Human Health Diagnostics, Ms. Chen:
•
Oversaw the granting of over 500 patents globally in 2021, including in-licensed patents, and filing of over 150 new patent applications, including those related to COVID-19.
•
Played a critical role in the agreement to acquire Jurox, an Australia-based animal health company that develops, manufactures and markets a wide range of veterinary medicines for treating companion animals and livestock.
•
Advanced data privacy compliance controls and enhanced our Enterprise Risk Management program.
•
Led improvements to our corporate compliance program, including a “Safe to Say” compliance reporting and non-retaliation campaign, enhanced compliance performance tracking, and enhancements to the Company’s internal investigation function.
•
Significantly exceeded financial commitments for human health diagnostics.
|
|
|
NEO
|
| | |
AIP Target
Amount |
| | |
AIP Award
% of Target |
| | |
AIP Award
Paid |
| |||||||||
|
Kristin C. Peck
|
| | | | $ | 1,560,000 | | | | | | | 150% | | | | | | $ | 2,340,000 | | |
|
Wetteny Joseph*
|
| | | | $ | 315,000 | | | | | | | 150% | | | | | | $ | 472,500 | | |
|
Glenn C. David
|
| | | | $ | 652,500 | | | | | | | 156% | | | | | | $ | 1,017,900 | | |
|
Catherine A. Knupp
|
| | | | $ | 568,000 | | | | | | | 150% | | | | | | $ | 852,000 | | |
|
Roman Trawicki
|
| | | | $ | 540,000 | | | | | | | 156% | | | | | | $ | 842,400 | | |
|
Heidi C. Chen
|
| | | | $ | 430,500 | | | | | | | 150% | | | | | | $ | 645,750 | | |
|
Performance Award Units
|
| | |
Objectives
|
|
| We award performance award units to enhance the alignment of executive pay with the value created for our shareholders. Performance award units provide executives with the right to receive shares of our stock after the end of the three-year performance vesting period. The number of shares paid, if any, is generally subject to continued employment (with exceptions for certain terminations of employment) and the Company’s total shareholder return over the performance period relative to the S&P 500 Group. Dividend equivalents are applied to outstanding performance award units and are paid out in shares of our stock at the same time the associated performance award units are paid. | | | |
•
Align the interests of executives with those of shareholders over the performance vesting period
•
Retain executive talent, as performance awards provide an opportunity for higher rewards when the Company’s total shareholder return results exceed the median of the S&P 500 Group
•
Encourage stock ownership by delivering shares upon settlement in accordance with the Company’s relative total shareholder return results
|
|
| The performance award unit vesting schedule is as follows: | | | | | |
|
If the Relative TSR for the 2021-2023 performance period is:
|
| | |
The number of shares of stock that will vest is:
|
|
|
Below the 25th percentile of the S&P 500 Group
|
| | |
Zero
|
|
|
At the 25th percentile of the S&P 500 Group
|
| | |
50% of the target number of units
|
|
|
At the 50th percentile of the S&P 500 Group
|
| | |
100% of the target number of units
|
|
|
Performance Award Units (Continued)
|
| | |
Objectives
|
|
|
At or above the 75th percentile of the S&P 500 Group
|
| | |
200% of the target number of units
|
|
|
The number of shares that vest and are paid is determined by linear interpolation when the Relative TSR is between the 25th and 50th or between the 50th and 75th percentiles of the S&P 500 Group.
|
|
|
Stock Options
|
| | |
Objectives
|
|
| We view stock options as a form of long-term incentive that focuses and rewards executives for increasing our stock price. If the stock price does not increase from the level at the date of the grant, the stock options will have no value to the executives. | | | |
•
Encourage our executives to focus on decisions that will lead to increases in the stock price for the long term
•
Retain executive talent, since executives generally must remain with the Company for three years following the date of the grant before they can exercise the stock options (with exceptions for certain terminations of employment), and the options have a ten-year term from the date of the grant
|
|
|
Restricted Stock Units
|
| | |
Objectives
|
|
| RSUs provide executives with the right to receive shares of our stock at the end of the three-year cliff-vesting period, generally subject to continued employment (with exceptions for certain terminations of employment). Dividend equivalents are applied to outstanding RSUs and are paid out in shares of our stock at the same time the associated RSUs are paid out. | | | |
•
Align the interests of executives with those of shareholders over the vesting period
•
Retain executive talent
•
Encourage stock ownership by delivering shares upon settlement
|
|
|
|
| |
|
| | |
Value of Equity Awards:
|
| | |
Number of Shares Underlying
Awards: |
| |||||||||||||||||||||||||||||||||
|
NEO
|
| |
Total LTI
Value |
| | |
Stock
Options |
| |
RSUs
|
| |
Performance
Award Units |
| | |
Stock
Options |
| |
RSUs
|
| |
Performance
Award Units |
| |||||||||||||||||||||
|
Kristin C. Peck
|
| | | $ | 9,240,000 | | | | | | $ | 2,310,000 | | | | | $ | 2,310,000 | | | | | $ | 4,620,000 | | | | | | | 61,078 | | | | | | 14,381 | | | | | | 22,125 | | |
|
Wetteny Joseph*
|
| | | $ | 5,100,000 | | | | | | | — | | | | | $ | 5,100,000 | | | | | | — | | | | | | | — | | | | | | 27,366 | | | | | | — | | |
|
Glenn C. David
|
| | | $ | 2,772,500 | | | | | | $ | 693,125 | | | | | $ | 693,125 | | | | | $ | 1,386,250 | | | | | | | 18,326 | | | | | | 4,315 | | | | | | 6,638 | | |
|
Catherine A. Knupp
|
| | | $ | 1,825,000 | | | | | | $ | 456,250 | | | | | $ | 456,250 | | | | | $ | 912,500 | | | | | | | 12,063 | | | | | | 2,840 | | | | | | 4,370 | | |
|
Roman Trawicki
|
| | | $ | 1,400,000 | | | | | | $ | 350,000 | | | | | $ | 350,000 | | | | | $ | 700,000 | | | | | | | 9,254 | | | | | | 2,179 | | | | | | 3,352 | | |
|
Heidi C. Chen
|
| | | $ | 1,325,000 | | | | | | $ | 331,250 | | | | | $ | 331,250 | | | | | $ | 662,500 | | | | | | | 8,758 | | | | | | 2,062 | | | | | | 3,172 | | |
|
|
| | |
Severance
(Base Salary) |
| | |
Continued
Health and Life Insurance (at active employee cost) |
| | |
Annual
Incentive |
|
| Non-Change of Control Severance: | | | | | | | | | | | |
|
|
|
CEO
|
| | |
18 months
|
| | |
12 months
|
| | |
1.5x target
|
|
|
Other Participants
|
| | |
12 months
|
| | |
12 months
|
| | |
1x target
|
|
| Change of Control Severance: | | | | | | | | | | | | | |
|
CEO
|
| | |
30 months
|
| | |
18 months
|
| | |
2.5x target
|
|
|
Other Participants
|
| | |
24 months
|
| | |
18 months
|
| | |
2x target
|
|
|
Name and Principal Position
|
| | |
Year
|
| | |
Salary
($) |
| | |
Bonus
($) |
| | |
Stock
Awards(1) ($) |
| | |
Option
Awards(2) ($) |
| | |
Non-Equity
Incentive Plan Compensation(3) ($) |
| | |
All Other
Compensation(4) ($) |
| | |
Total
($) |
| ||||||||||||||||||||||||
|
Kristin C. Peck
Chief Executive Officer |
| | | | | 2021 | | | | | | | 1,200,000 | | | | | | |
— |
| | | | | | 6,929,797 | | | | | | | 2,309,970 | | | | | | | 2,340,000 | | | | | | | 318,724 | | | | | | | 13,098,491 | | |
| | | 2020 | | | | | | | 1,100,000 | | | | | | | — | | | | | | | 5,684,840 | | | | | | | 1,894,975 | | | | | | | 1,531,200 | | | | | | | 163,297 | | | | | | | 10,374,312 | | | ||||
| | | 2019 | | | | | | | 690,000 | | | | | | | — | | | | | | | 1,349,964 | | | | | | | 449,997 | | | | | | | 695,520 | | | | | | | 144,683 | | | | | | | 3,330,164 | | | ||||
|
Wetteny Joseph(5)(6)
EVP and CFO since June 1, 2021 |
| | | | | 2021 | | | | | | | 393,750 | | | | | | | 2,000,000 | | | | | | | 5,099,927 | | | | | | | — | | | | | | | 472,500 | | | | | | | 43,641 | | | | | | | 8,009,818 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||
|
Glenn C. David(5)
EVP and Group President, International Operations, Aquaculture, BioDevices and Pet Insurance since June 1, 2021; EVP and CFO until May 31, 2021 |
| | | | | 2021 | | | | | | | 725,000 | | | | | | | — | | | | | | | 2,079,156 | | | | | | | 693,089 | | | | | | | 1,017,900 | | | | | | | 159,250 | | | | | | | 4,674,395 | | |
| | | 2020 | | | | | | | 725,000 | | | | | | | — | | | | | | | 1,912,403 | | | | | | | 637,492 | | | | | | | 672,800 | | | | | | | 130,378 | | | | | | | 4,078,073 | | | ||||
| | | 2019 | | | | | | | 690,000 | | | | | | | — | | | | | | | 1,612,477 | | | | | | | 537,487 | | | | | | | 695,520 | | | | | | | 136,866 | | | | | | | 3,672,350 | | | ||||
|
Catherine A. Knupp
EVP, President of Research and Development |
| | | | | 2021 | | | | | | | 710,000 | | | | | | | — | | | | | | | 1,368,661 | | | | | | | 456,223 | | | | | | | 852,000 | | | | | | | 168,376 | | | | | | | 3,555,260 | | |
| | | 2020 | | | | | | | 710,000 | | | | | | | — | | | | | | | 1,349,924 | | | | | | | 449,983 | | | | | | | 658,880 | | | | | | | 137,097 | | | | | | | 3,305,884 | | | ||||
| | | 2019 | | | | | | | 690,000 | | | | | | | — | | | | | | | 1,349,964 | | | | | | | 449,997 | | | | | | | 678,960 | | | | | | | 142,301 | | | | | | | 3,311,222 | | | ||||
|
Roman Trawicki(7)
EVP, President of Global Manufacturing and Supply |
| | | | | 2021 | | | | | | | 675,000 | | | | | | | — | | | | | | | 1,049,922 | | | | | | | 349,986 | | | | | | | 842,400 | | | | | | | 401,419 | | | | | | | 3,318,727 | | |
| | | 2020 | | | | | | | 675,000 | | | | | | | — | | | | | | | 974,792 | | | | | | | 324,988 | | | | | | | 640,980 | | | | | | | 874,470 | | | | | | | 3,490,230 | | | ||||
|
Heidi C. Chen
EVP, General Counsel and Corporate Secretary; Lead of Human Health Diagnostics |
| | | | | 2021 | | | | | | | 615,000 | | | | | | | — | | | | | | | 993,543 | | | | | | | 331,228 | | | | | | | 645,750 | | | | | | | 133,861 | | | | | | | 2,719,382 | | |
|
|
| | |
Performance Award Unit
Grants in 2021 |
| ||||||||||
|
Name
|
| | |
Grant date
target payout $ |
| | |
Maximum Value
at Grant Date $ |
| ||||||
| Kristin C. Peck | | | | | | 4,619,921 | | | | | | | 9,239,842 | | |
| Wetteny Joseph | | | | | | — | | | | | | | — | | |
| Glenn C. David | | | | | | 1,386,081 | | | | | | | 2,772,162 | | |
| Catherine A. Knupp | | | | | | 912,500 | | | | | | | 1,825,000 | | |
| Roman Trawicki | | | | | | 699,931 | | | | | | | 1,399,862 | | |
| Heidi C. Chen | | | | | | 662,345 | | | | | | | 1,324,690 | | |
|
Name
|
| | |
Company
Contributions to Defined Contribution Plans (i)($) |
| | |
Company
Contributions Under the Zoetis Supplemental Savings Plan (ii)($) |
| | |
International
Assignment (iii)($) |
| | |
Other
(iv)($) |
| | |
All Other
Compensation ($) |
| |||||||||||||||
| Kristin C. Peck | | | | | | 33,350 | | | | | | | 280,340 | | | | | | | — | | | | | | | 5,034 | | | | | | | 318,724 | | |
| Wetteny Joseph | | | | | | 33,350 | | | | | | | 9,642 | | | | | | | — | | | | | | | 649 | | | | | | | 43,641 | | |
| Glenn C. David | | | | | | 27,996 | | | | | | | 127,397 | | | | | | | — | | | | | | | 3,857 | | | | | | | 159,250 | | |
| Catherine A. Knupp | | | | | | 33,350 | | | | | | | 124,071 | | | | | | | — | | | | | | | 10,955 | | | | | | | 168,376 | | |
| Roman Trawicki | | | | | | 102,242 | | | | | | | — | | | | | | | 298,978 | | | | | | | 199 | | | | | | | 401,419 | | |
| Heidi C. Chen | | | | | | 33,350 | | | | | | | 94,804 | | | | | | | — | | | | | | | 5,707 | | | | | | | 133,861 | | |
|
|
| | |
|
| | |
|
| | |
Estimated Future Payouts
Under Non-Equity Incentive Plan Awards(1) |
| | |
Estimated Future Payouts
Under Equity Incentive Plan Awards(2) |
| | |
All
Other Stock Awards: Number of Shares of Stock or Units (#) |
| | |
All
Other Option Awards: Number of Securities Underlying Options (#) |
| | |
Exercise
or Base Price of Option Awards(3) ($/Sh) |
| | |
Grant
Date Fair Value of Stock and Option Awards(4) ($) |
| |||||||||||||||||||||||||||||||||||||||||||||||||
|
Name
|
| | |
Award
|
| | |
Grant
Date |
| | |
Threshold
($) |
| | |
Target
($) |
| | |
Maximum
($) |
| | |
Threshold
(#) |
| | |
Target
(#) |
| | |
Maximum
(#) |
| | ||||||||||||||||||||||||||||||||||||||||||||||||
|
Kristin C. Peck
|
| | |
Annual Incentive
|
| | | | | | | | | | | | 0 | | | | | | | 1,560,000 | | | | | | | 3,120,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Stock Options(5) | | | | | | 2/10/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 61,078 | | | | | | | 160.62 | | | | | | | 2,309,970 | | |
| | | | | Restricted Stock Units(5) | | | | | | 2/10/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 14,381 | | | | | | | | | | | | | | | | | | | | | 2,309,876 | | |
| | | | |
Performance Award Units(6)
|
| | | | | 2/10/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 0 | | | | | | | 22,125 | | | | | | | 44,250 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,619,921 | | |
|
Wetteny Joseph
|
| | | Annual Incentive(7) | | | | | | | | | | | | | 0 | | | | | | | 315,000 | | | | | | | 630,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Stock Options(5) | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 0 | | | | | | | 0 | | | | | | | — | | |
| | | | | Restricted Stock Units(8) | | | | | | 6/30/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 27,366 | | | | | | | | | | | | | | | | | | | | | 5,099,927 | | |
| | | | |
Performance Award Units(6)
|
| | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | 0 | | | | | | | 0 | | | | | | | 0 | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | |
|
Glenn C. David
|
| | | Annual Incentive | | | | | | | | | | | | | 0 | | | | | | | 652,500 | | | | | | | 1,305,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Stock Options(5) | | | | | | 2/10/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 18,326 | | | | | | | 160.62 | | | | | | | 693,089 | | |
| | | | | Restricted Stock Units(5) | | | | | | 2/10/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,315 | | | | | | | | | | | | | | | | | | | | | 693,075 | | |
| | | | |
Performance Award Units(6)
|
| | | | | 2/10/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 0 | | | | | | | 6,638 | | | | | | | 13,276 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,386,081 | | |
|
Catherine A. Knupp
|
| | |
Annual Incentive
|
| | | | | | | | | | | | 0 | | | | | | | 568,000 | | | | | | | 1,136,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Stock Options(5) | | | | | | 2/10/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 12,063 | | | | | | | 160.62 | | | | | | | 456,223 | | | ||||
| Restricted Stock Units(5) | | | | | | 2/10/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,840 | | | | | | | | | | | | | | | | | | | | | 456,161 | | | ||||
| | | | |
Performance Award Units(6)
|
| | | | | 2/10/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 0 | | | | | | | 4,370 | | | | | | | 8,740 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 912,500 | | |
|
Roman Trawicki
|
| | | Annual Incentive | | | | | | | | | | | | | 0 | | | | | | | 540,000 | | | | | | | 1,080,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Stock Options(5) | | | | | | 2/10/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 9,254 | | | | | | | 160.62 | | | | | | | 349,986 | | |
| | | | | Restricted Stock Units(5) | | | | | | 2/10/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,179 | | | | | | | | | | | | | | | | | | | | | 349,991 | | |
| | | | |
Performance Award Units(6)
|
| | | | | 2/10/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 0 | | | | | | | 3,352 | | | | | | | 6,704 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 699,931 | | |
|
Heidi C. Chen
|
| | | Annual Incentive | | | | | | | | | | | | | 0 | | | | | | | 430,500 | | | | | | | 861,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Stock Options(5) | | | | | | 2/10/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8,758 | | | | | | | 160.62 | | | | | | | 331,228 | | |
| | | | | Restricted Stock Units(5) | | | | | | 2/10/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,062 | | | | | | | | | | | | | | | | | | | | | 331,198 | | |
| | | | |
Performance Award Units(6)
|
| | | | | 2/10/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 0 | | | | | | | 3,172 | | | | | | | 6,344 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 662,345 | | |
|
|
| | |
|
| | |
Option Awards
|
| | |
Stock Awards
|
| |||||||||||||||||||||||||||||||||||||||||||||
|
Name
|
| | |
Grant
Date |
| | |
Number of
Securities Underlying Unexercised Options Exercisable (#) |
| | |
Number of
Securities Underlying Unexercised Options Unexercisable (#)(1) |
| | |
Option
Exercise Price ($) |
| | |
Option
Expiration Date |
| | |
Number
of Shares or Units of Stock That Have Not Vested (#)(1)(2) |
| | |
Market Value
of Shares or Units of Stock That Have Not Vested ($)(3) |
| | |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights that That Have Not Vested (#)(2)(4) |
| | |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) |
| |||||||||||||||||||||
|
Kristin C. Peck
|
| | |
3/4/2014
|
| | | | | 15,036 | | | | | | | — | | | | | | | 30.89 | | | | |
3/3/2024
|
| | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | |
| | | | |
2/27/2015
|
| | | | | 37,132 | | | | | | | — | | | | | | | 46.09 | | | | |
2/26/2025
|
| | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | |
| | | | |
2/19/2016
|
| | | | | 40,214 | | | | | | | — | | | | | | | 41.83 | | | | |
2/18/2026
|
| | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | |
| | | | |
2/14/2017
|
| | | | | 32,634 | | | | | | | — | | | | | | | 55.02 | | | | |
2/13/2027
|
| | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | |
| | | | |
2/13/2018
|
| | | | | 24,642 | | | | | | | — | | | | | | | 73.24 | | | | |
2/12/2028
|
| | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | |
| | | | |
2/12/2019
|
| | | | | — | | | | | | | 20,661 | | | | | | | 87.51 | | | | |
2/11/2029
|
| | | | | 23,230(5) | | | | | | | 5,668,817 | | | | | | | — | | | | | | | — | | |
| | | | |
2/11/2020
|
| | | | | — | | | | | | | 55,866 | | | | | | | 144.03 | | | | |
2/10/2030
|
| | | | | 13,282 | | | | | | | 3,241,206 | | | | | | | 35,186 | | | | | | | 8,586,440 | | |
| | | | |
2/10/2021
|
| | | | | — | | | | | | | 61,078 | | | | | | | 160.62 | | | | |
2/9/2031
|
| | | | | 14,437 | | | | | | | 3,523,061 | | | | | | | 44,422 | | | | | | | 10,840,301 | | |
|
Wetteny Joseph
|
| | |
6/30/2021
|
| | | | | — | | | | | | | — | | | | | | | — | | | | |
—
|
| | | | | 27,432(5) | | | | | | | — | | | | | | | — | | | | | | | — | | |
|
Glenn C. David
|
| | |
2/27/2015
|
| | | | | 7,712 | | | | | | | — | | | | | | | 46.09 | | | | |
2/26/2025
|
| | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | |
| | | | |
2/12/2019
|
| | | | | — | | | | | | | 24,678 | | | | | | | 87.51 | | | | |
2/11/2029
|
| | | | | 27,747(5) | | | | | | | 6,771,100 | | | | | | | — | | | | | | | — | | |
| | | | |
2/11/2020
|
| | | | | — | | | | | | | 18,794 | | | | | | | 144.03 | | | | |
2/10/2030
|
| | | | | 4,469 | | | | | | | 1,090,570 | | | | | | | 11,836 | | | | | | | 2,888,339 | | |
| | | | |
2/10/2021
|
| | | | | — | | | | | | | 18,326 | | | | | | | 160.62 | | | | |
2/9/2031
|
| | | | | 4,332 | | | | | | | 1,057,138 | | | | | | | 13,328 | | | | | | | 3,252,432 | | |
|
Catherine A. Knupp
|
| | |
2/14/2017
|
| | | | | 32,634 | | | | | | | — | | | | | | | 55.02 | | | | |
2/13/2027
|
| | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | |
| | | | |
2/13/2018
|
| | | | | 24,642 | | | | | | | — | | | | | | | 73.24 | | | | |
2/12/2028
|
| | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | |
| | | | |
2/12/2019
|
| | | | | — | | | | | | | 20,661 | | | | | | | 87.51 | | | | |
2/11/2029
|
| | | | | 23,230(5) | | | | | | | 5,668,817 | | | | | | | — | | | | | | | — | | |
| | | | |
2/11/2020
|
| | | | | — | | | | | | | 13,266 | | | | | | | 144.03 | | | | |
2/10/2030
|
| | | | | 3,154 | | | | | | | 769,671 | | | | | | | 8,356 | | | | | | | 2,039,115 | | |
| | | | |
2/10/2021
|
| | | | | — | | | | | | | 12,063 | | | | | | | 160.62 | | | | |
2/9/2031
|
| | | | | 2,851 | | | | | | | 695,730 | | | | | | | 8,774 | | | | | | | 2,141,119 | | |
|
Roman Trawicki
|
| | |
2/12/2019
|
| | | | | — | | | | | | | 13,774 | | | | | | | 87.51 | | | | |
2/11/2029
|
| | | | | 15,485(5) | | | | | | | 3,778,805 | | | | | | | — | | | | | | | — | | |
| | | | |
2/11/2020
|
| | | | | — | | | | | | | 9,581 | | | | | | | 144.03 | | | | |
2/10/2030
|
| | | | | 2,278 | | | | | | | 555,900 | | | | | | | 6,034 | | | | | | | 1,472,477 | | |
| | | | |
2/10/2021
|
| | | | | — | | | | | | | 9,254 | | | | | | | 160.62 | | | | |
2/9/2031
|
| | | | | 2,187 | | | | | | | 533,694 | | | | | | | 6,730 | | | | | | | 1,642,322 | | |
|
Heidi C. Chen
|
| | |
2/12/2019
|
| | | | | — | | | | | | | 14,921 | | | | | | | 87.51 | | | | |
2/11/2029
|
| | | | | 16,775(5) | | | | | | | 4,093,603 | | | | | | | — | | | | | | | — | | |
| | | | |
2/11/2020
|
| | | | | — | | | | | | | 9,581 | | | | | | | 144.03 | | | | |
2/10/2030
|
| | | | | 2,278 | | | | | | | 555,900 | | | | | | | 6,034 | | | | | | | 1,472,477 | | |
| | | | |
2/10/2021
|
| | | | | — | | | | | | | 8,758 | | | | | | | 160.62 | | | | |
2/9/2031
|
| | | | | 2,070 | | | | | | | 505,142 | | | | | | | 6,368 | | | | | | | 1,553,983 | | |
|
Name
|
| | |
RSU Awards
|
| | |
Earned Performance
award units |
| | |
Total Number of Units
that Have Not Vested |
| |||||||||
| Kristin C. Peck | | | | | | 5,222 | | | | | | | 18,008 | | | | | | | 23,230 | | |
| Wetteny Joseph | | | | | | 27,432 | | | | | | | — | | | | | | | 27,432 | | |
| Glenn C. David | | | | | | 6,237 | | | | | | | 21,510 | | | | | | | 27,747 | | |
| Catherine A. Knupp | | | | | | 5,222 | | | | | | | 18,008 | | | | | | | 23,230 | | |
| Roman Trawicki | | | | | | 3,481 | | | | | | | 12,004 | | | | | | | 15,485 | | |
| Heidi C. Chen | | | | | | 3,771 | | | | | | | 13,004 | | | | | | | 16,775 | | |
|
|
| | |
Option Awards
|
| | |
RSU Awards
|
| | |
Performance Award Units(1)
|
| ||||||||||||||||||||||||||||||
|
Name
|
| | |
Number of
Shares Acquired on Exercise (#) |
| | |
Value
Realized on Exercise ($)(2) |
| | |
Number of
Shares Acquired on Vesting (#) |
| | |
Value
Realized on Vesting ($)(3) |
| | |
Number of
Shares Acquired on Vesting (#) |
| | |
Value
Realized on Vesting ($)(3) |
| ||||||||||||||||||
|
Kristin C. Peck
|
| | | | | 48,000 | | | | | | | 7,644,509 | | | | | | | 6,948 | | | | | | | 1,158,301 | | | | | | | 10,145 | | | | | | | 1,691,273 | | |
|
Wetteny Joseph(4)
|
| | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | |
|
Glenn C. David
|
| | | | | 26,285 | | | | | | | 2,514,864 | | | | | | | 7,412 | | | | | | | 1,235,655 | | | | | | | 10,821 | | | | | | | 1,803,969 | | |
|
Catherine A. Knupp
|
| | | | | — | | | | | | | — | | | | | | | 6,948 | | | | | | | 1,158,301 | | | | | | | 10,145 | | | | | | | 1,691,273 | | |
|
Roman Trawicki
|
| | | | | 13,142 | | | | | | | 1,376,657 | | | | | | | 3,705 | | | | | | | 617,661 | | | | | | | 5,409 | | | | | | | 901,734 | | |
|
Heidi C. Chen
|
| | | | | 43,367 | | | | | | | 5,557,230 | | | | | | | 5,327 | | | | | | | 888,064 | | | | | | | 7,777 | | | | | | | 1,296,504 | | |
|
Name
|
| | |
Plan
|
| | |
Aggregate
Balance at January 1, 2021(1) ($) |
| | |
Executive
Contributions in 2021(2) ($) |
| | |
Company
Contributions in 2021(3) ($) |
| | |
Aggregate
Earnings in 2021(4) ($) |
| | |
Aggregate
Balance as of December 31, 2021 ($) |
| |||||||||||||||
|
Kristin C. Peck
|
| | |
Zoetis Supplemental Savings Plan
|
| | | | | 3,397,488 | | | | | | | 121,887 | | | | | | | 280,340 | | | | | | | 1,354,241 | | | | | | | 5,153,956 | | |
|
Wetteny Joseph
|
| | |
Zoetis Supplemental Savings Plan
|
| | | | | — | | | | | | | 625,154 | | | | | | | 9,642 | | | | | | | 5,310 | | | | | | | 640,106 | | |
|
Glenn C. David
|
| | |
Zoetis Supplemental Savings Plan
|
| | | | | 2,426,846 | | | | | | | 157,626 | | | | | | | 127,397 | | | | | | | 808,012 | | | | | | | 3,519,882 | | |
|
Catherine A. Knupp
|
| | |
Zoetis Supplemental Savings Plan
|
| | | | | 3,917,294 | | | | | | | 197,309 | | | | | | | 124,071 | | | | | | | 742,017 | | | | | | | 4,980,692 | | |
|
Roman Trawicki(5)
|
| | |
Zoetis Supplemental Savings Plan
|
| | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | |
|
Heidi C. Chen
|
| | |
Zoetis Supplemental Savings Plan
|
| | | | | 2,167,943 | | | | | | | 198,596 | | | | | | | 94,804 | | | | | | | 591,281 | | | | | | | 3,052,624 | | |
|
Name
|
| | |
Description
|
| | |
Without
Cause: Apart from a Restructuring Event or CIC ($) |
| | |
Without
Cause: Restructuring Event ($) |
| | |
Without
Cause or for Good Reason Upon or Within 24 Months Following a CIC ($) |
| | |
Death
or Disability ($) |
| | |
Retirement
($) |
| |||||||||||||||
|
Kristin C. Peck
|
| | |
Severance
|
| | | | | 4,140,000(1) | | | | | | | 4,140,000(1) | | | | | | | 6,900,000 (6) | | | | | | | — | | | | | | | — | | |
|
Benefits Continuation
|
| | | | | 15,366(2) | | | | | | | 15,366(2) | | | | | | | 23,049(7) | | | | | | | — | | | | | | | — | | | ||||
|
Outplacement Services
|
| | | | | 18,375(3) | | | | | | | 18,375 (3) | | | | | | | 18,375(3) | | | | | | | — | | | | | | | — | | | ||||
| Equity Acceleration | | | | | | —(4) | | | | | | | 23,157,016 (5) | | | | | | | 36,061,532 (8) | | | | | | | 36,061,532(9) | | | | | | | — | | | ||||
| Total | | | | | | 4,173,741 | | | | | | | 27,330,757 | | | | | | | 43,002,956 | | | | | | | 36,061,532 | | | | | | | — | | | ||||
|
Wetteny Joseph
|
| | |
Severance Amount
|
| | | | | 1,215,000(1) | | | | | | | 1,215,000(1) | | | | | | | 2,430,000(6) | | | | | | | — | | | | | | | — | | |
|
Benefits Continuation
|
| | | | | 25,156(2) | | | | | | | 25,156(2) | | | | | | | 37,734(7) | | | | | | | — | | | | | | | — | | | ||||
|
Outplacement Services
|
| | | | | 18,375(3) | | | | | | | 18,375(3) | | | | | | | 18,375(3) | | | | | | | — | | | | | | | — | | | ||||
| Equity Acceleration | | | | | | 1,837,590(4) | | | | | | | 2,652,948(5) | | | | | | | 6,694,287(8) | | | | | | | 6,694,287(9) | | | | | | | 1,837,590(10) | | | ||||
| Total | | | | | | 3,096,121 | | | | | | | 3,911,479 | | | | | | | 9,180,396 | | | | | | | 6,694,287 | | | | | | | 1,837,590 | | | ||||
|
Glenn C. David
|
| | |
Severance Amount
|
| | | | | 1,377,500(1) | | | | | | | 1,377,500(1) | | | | | | | 2,755,000 (6) | | | | | | | — | | | | | | | — | | |
|
Benefits Continuation
|
| | | | | 14,459(2) | | | | | | | 14,459(2) | | | | | | | 21,688(7) | | | | | | | — | | | | | | | — | | | ||||
|
Outplacement Services
|
| | | | | 18,375(3) | | | | | | | 18,375(3) | | | | | | | 18,375(3) | | | | | | | — | | | | | | | — | | | ||||
| Equity Acceleration | | | | | | — (4) | | | | | | | 15,087,011(5) | | | | | | | 19,259,521(8) | | | | | | | 19,259,521(9) | | | | | | | — | | | ||||
| Total | | | | | | 1,410,334 | | | | | | | 16,497,345 | | | | | | | 22,054,584 | | | | | | | 19,259,521 | | | | | | | — | | | ||||
|
Catherine A. Knupp
|
| | |
Severance
|
| | | | | 1,278,000(1) | | | | | | | 1,278,000(1) | | | | | | | 2,556,000(6) | | | | | | | — | | | | | | | — | | |
|
Benefits Continuation
|
| | | | | 18,824(2) | | | | | | | 18,824(2) | | | | | | | 28,236(7) | | | | | | | — | | | | | | | — | | | ||||
|
Outplacement Services
|
| | | | | 18,375(3) | | | | | | | 18,375(3) | | | | | | | 18,375(3) | | | | | | | — | | | | | | | — | | | ||||
| Equity Acceleration | | | | | | 11,131,488(4) | | | | | | | 12,660,296(5) | | | | | | | 14,790,783(8) | | | | | | | 14,790,783(9) | | | | | | | 11,131,488(10) | | | ||||
| Total | | | | | | 12,446,687 | | | | | | | 13,975,495 | | | | | | | 17,393,394 | | | | | | | 14,790,783 | | | | | | | 11,131,488 | | | ||||
|
Roman Trawicki
|
| | |
Severance
|
| | | | | 1,215,000(1) | | | | | | | 1,215,000(1) | | | | | | | 2,430,000(6) | | | | | | | — | | | | | | | — | | |
|
Benefits Continuation
|
| | | | | 15,249(2) | | | | | | | 15,249(2) | | | | | | | 22,873(7) | | | | | | | — | | | | | | | — | | | ||||
|
Outplacement Services
|
| | | | | 18,375(3) | | | | | | | 18,375(3) | | | | | | | 18,375(3) | | | | | | | — | | | | | | | — | | | ||||
| Equity Acceleration | | | | | | 7,556,741(4) | | | | | | | 8,729,544(5) | | | | | | | 10,311,639(8) | | | | | | | 10,311,639(9) | | | | | | | 7,556,741(10) | | | ||||
| Total | | | | | | 8,805,365 | | | | | | | 9,978,168 | | | | | | | 12,782,887 | | | | | | | 10,311,639 | | | | | | | 7,556,741 | | | ||||
|
Heidi C. Chen
|
| | |
Severance
|
| | | | | 1,045,500(1) | | | | | | | 1,045,500(1) | | | | | | | 2,091,000(6) | | | | | | | — | | | | | | | — | | |
|
Benefits Continuation
|
| | | | | 25,180(2) | | | | | | | 25,180(2) | | | | | | | 37,771(7) | | | | | | | — | | | | | | | — | | | ||||
|
Outplacement Services
|
| | | | | 18,375(3) | | | | | | | 18,375(3) | | | | | | | 18,375(3) | | | | | | | — | | | | | | | — | | | ||||
| Equity Acceleration | | | | | | 8,038,893(4) | | | | | | | 9,148,796(5) | | | | | | | 10,692,017(8) | | | | | | | 10,692,017(9) | | | | | | | 8,038,893(10) | | | ||||
| Total | | | | | | 9,127,948 | | | | | | | 10,237,851 | | | | | | | 12,839,163 | | | | | | | 10,692,017 | | | | | | | 8,038,893 | | |
|
Plan Category
|
| | |
Number of
Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) |
| | |
Weighted-Average
Exercise Price of Outstanding Options, Warrants and Rights (b) |
| | |
Number of Securities
Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) |
| |||||||||
|
Equity compensation plans approved by security holders
|
| | | | | 3,332,736(1) | | | | | | $ | 80.19(2) | | | | | | | 9,672,532(3) | | |
|
Equity compensation plans not approved by security holders
|
| | | | | 40,240(4) | | | | | | | — | | | | | | | — | | |
| Total | | | | | | 3,372,976 | | | | | | $ | 80.19 | | | | | | | 9,672,532 | | |
|
ITEM 3
|
| | APPROVAL OF AN AMENDMENT AND RESTATEMENT OF OUR 2013 EQUITY AND INCENTIVE PLAN | |
|
Increase in Authorized Shares
|
| |
•
Increase the number of shares authorized for issuance under the Equity Plan by 5,000,000 additional shares.
|
|
|
Extend Termination Date
|
| |
•
Extend the termination date to May 19, 2032.
|
|
|
Revise Participant Eligibility
|
| |
•
Revise the list of individuals eligible to participate in the Amended Equity Plan by (a) including consultants and independent contractors and (b) revising the definition of “employee” to no longer be just any officer or other Company (or affiliate) employee (as determined under Section 3401(c) of the IRC) but to mean any Company (or affiliate) employee with such employment status, as determined pursuant to certain Company-approved factors.
|
|
|
Expand Performance Criteria
|
| |
•
Expand the ability of the Administrator (as defined below under “Plan Administration”) of the Amended Equity Plan to set appropriate performance goals under the Amended Equity Plan since an itemized list and specific time limits are no longer required by Section 162(m) of the IRC; however, the Amended Equity Play would retain material Section 162(m) requirements to ensure good governance.
|
|
|
Revise the Change in Control Definition
|
| |
•
Revise the list of transactions constituting a “Change in Control” to better align the definition with market practices by (a) requiring that a transaction where a person becomes the beneficial owner (within the meaning of Rule 13d-3 of the Exchange Act) of Company securities represent 50% (increased from 20%) or more of the combined voting power of the Company’s then-outstanding securities, (b) clarifying that any merger, amalgamation or consolidation of the Company with any other corporation will not constitute a “Change in Control” to the extent such merger, amalgamation or consolidation is effected to change the jurisdiction of incorporation of the Company, (c) removing a merger, amalgamation or consolidation of any subsidiary of the Company with any other corporation, (d) removing a shareholder approved plan of complete liquidation or dissolution of the Company, and (e) revising the authority to amend the definition of “Change in Control” without participant consent to conform to the definition of “Change in Control” under Section 409A of the IRC.
|
|
|
Revise Share Counting
|
| |
•
Provide that performance-based awards having variable payout potential will be counted at maximum payout against the authorized share reserve, and remove the provisions that any shares subject to the various awards will be counted on a one-for-one basis against the authorized share reserve.
|
|
|
Increase Individual Limit for Non-Employee Directors
|
| |
•
Increase the aggregate grant date fair value of all awards granted to any non-employee director during any calendar year, together with any cash fees paid to such director during such calendar year for services on the Board, from $500,000 (which was last established in 2013) to $850,000 to reflect the passage of time and provide flexibility for future compensation changes.
|
|
|
Revise Minimum Vesting Requirement
|
| |
•
Remove the previous requirement, subject to certain exceptions, that restricted stock and restricted stock units could not vest in full earlier than three years from grant, and add a requirement that all equity awards granted after the 2022 Annual Meeting have a minimum vesting period of one year from the grant date (excluding, for this purpose, any awards assumed or substituted in connection with an acquisition), consistent with best governance practices; provided, however, that awards covering up to 5% of the shares available for future distribution under the Amended Equity Plan as of immediately following the 2022 Annual Meeting may be granted without such minimum vesting requirement.
|
|
|
Clarify that the Equity Plan Does Not Permit Liberal Share Recycling
|
| |
•
Clarify that the following shares will not return back to the Amended Equity Plan: (i) shares tendered, surrendered or withheld as payment of either the exercise price of an award and/or withholding taxes in respect of an award, (ii) for any awards that may be settled in cash or shares, shares that are paid out in cash, (iii) any shares withheld to cover the exercise price of a stock appreciation right, (iv) any vested and/or exercised shares subject to an award (whether or not issued to the participant), and (v) shares repurchased by the Company using stock option exercise proceeds.
|
|
|
Revise Change in Control Treatment to Permit Cash-out of Awards Not Assumed or Substituted in Lieu of Vesting Acceleration
|
| |
•
Revise the treatment of outstanding awards in the event the Company experiences a “Change in Control” and such awards are not assumed or substituted in connection with the “Change in Control” to permit the Administrator to provide for the cash-out of vested and unvested awards (at target performance levels, if applicable) in lieu of such awards becoming fully vested and, if applicable, exercisable (at performance target levels, if applicable) and any restrictions, payment conditions and forfeiture conditions applicable thereto lapsing.
|
|
|
Clarify Transferability of Awards
|
| |
•
Clarify that the Administrator may permit any award (not just stock options or stock appreciation rights subject to transfer restrictions) to be transferrable, but only without receiving any consideration for such transfer, to a member of a participant’s immediate family, trust or other similar vehicle; however, awards generally may not be transferred, except by will or the laws of descent and distribution, unless otherwise approved by the Administrator.
|
|
|
Clarify Leave of Absence
|
| |
•
Clarify the leave of absence provision to provide that, unless the Administrator provides otherwise (subject to applicable laws), the vesting of an award will continue (and not be suspended) during any paid or unpaid leave of absence.
|
|
|
Clarifying Administrative and Other Changes
|
| |
•
Clarify that the Company will have no obligation to complete any registration or other qualification of shares under any foreign law.
|
|
|
Shares underlying
outstanding stock options(#) |
| | |
Weighted average
exercise price per share ($) |
| | |
Weighted average
remaining term |
| | |
Shares underlying
outstanding time- based full value awards(1) |
| | |
Shares underlying
outstanding performance- based full value awards(2) |
| | |
Shares
available for future grant(3) |
| |||||||||||||||
|
2,132,567
|
| | | | | 80.19 | | | | | | | 5.4135 | | | | | | | 845,896 | | | | | | | 354,273 | | | | | | |
9,672,532 |
| |
|
Metric
|
| | |
2021
|
| | |
2020
|
| | |
2019
|
| | |
Average
|
| ||||||||||||
|
Gross Burn Rate(1)
|
| | | | | 0.14% | | | | | | | 0.13% | | | | | | | 0.21% | | | | | | | 0.16% | | |
|
Year-End Overhang(2)
|
| | | | | 2.83% | | | | | | | 3.13% | | | | | | | 3.50% | | | | | | |
3.15% |
| |
|
Fiscal Year
|
| | |
Time-Based
Option Awards Granted |
| | |
Total Full-
Value Awards Granted |
| | |
Time-Based
RSUs Granted |
| | |
Performance-Based
RSUs Granted(1) |
| | |
Performance-Based
RSUs Earned(2) |
| |||||||||||||||
|
2021
|
| | | | | 284,198 | | | | | | | 364,941 | | | | | | | 261,182 | | | | | | | 103,759 | | | | | | | 207,512 | | |
|
2020
|
| | | | | 309,974 | | | | | | | 325,024 | | | | | | | 239,745 | | | | | | | 85,279 | | | | | | | 251,427 | | |
|
2019
|
| | | | | 446,158 | | | | | | | 553,617 | | | | | | | 363,447 | | | | | | | 190,170 | | | | | | |
326,949 |
| |
|
Name and position
|
| | |
Dollar value
|
| | |
Number of shares
|
| ||||||
| Kristin C. Peck | | | | | | — | | | | | | | — | | |
|
CEO
|
| | | | | | | | | | | | | | |
| Wetteny Joseph | | | | | | — | | | | | | | — | | |
|
EVP and CFO since June 1, 2021(1)
|
| | | | | | | | | | | | | | |
| Glenn C. David | | | | | | — | | | | | | | — | | |
|
EVP and Group President, International Operations, Aquaculture, BioDevices and Pet Insurance since
June 1, 2021; EVP and CFO until May 31, 2021(2) |
| | | | | | | | | | | | | | |
| Catherine A. Knupp | | | | | | — | | | | | | | — | | |
|
EVP and President of Research and Development(3)
|
| | | | | | | | | | | | | | |
| Roman Trawicki | | | | | | — | | | | | | | — | | |
|
EVP and President of Global Manufacturing and Supply
|
| | | | | | | | | | | | | | |
| Heidi C. Chen | | | | | | — | | | | | | | — | | |
|
EVP, General Counsel and Corporate Secretary; Lead of Human Health Diagnostics
|
| | | | | | | | | | | | | | |
| All current executive officers as a group (11 persons) | | | | | | — | | | | | | | — | | |
| All current directors who are not executive officers as a group (10 persons) | | | | | | — | | | | | | | — | | |
| All employees, including all current officers who are not executive officers, as a group | | | | | | — | | | | | | |
— |
| |
|
Name and position(1)
|
| | |
Number of shares
subject to stock awards(2) |
| |||
| Kristin C. Peck | | | | | | 651,044 | | |
|
CEO
|
| | | | | | ||
| Wetteny Joseph | | | | | | 27,366 | | |
|
EVP and CFO since June 1, 2021(3)
|
| | | | | | ||
| Glenn C. David | | | | | | 293,115 | | |
|
EVP and Group President, International Operations, Aquaculture, BioDevices and Pet Insurance since June 1, 2021; EVP and CFO until May 31, 2021(4)
|
| | | | | | ||
| Catherine A. Knupp | | | | | | 381,832 | | |
|
EVP and President of Research and Development(5)
|
| | | | | | ||
| Roman Trawicki | | | | | | 171,682 | | |
|
EVP and President of Global Manufacturing and Supply
|
| | | | | | ||
| Heidi C. Chen | | | | | | 289,855 | | |
|
EVP, General Counsel and Corporate Secretary; Lead of Human Health Diagnostics
|
| | | | | | ||
| All current executive officers as a group (11 persons) | | | | | | 2,147,486 | | |
| All current directors who are not executive officers as a group (10 persons)(6) | | | | | | 233,915 | | |
| All employees, including all current officers who are not executive officers, as a group | | | | | |
13,232,003 |
| |
|
ITEM 3 RECOMMENDATION: OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE AMENDMENT AND RESTATEMENT OF OUR 2013 EQUITY AND INCENTIVE PLAN.
|
|
|
ITEM 4
|
| | RATIFICATION OF APPOINTMENT OF KPMG AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2022 | |
|
ITEM 4 RECOMMENDATION: OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF KPMG AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2022.
|
|
|
|
| | |
2021
|
| | |
2020
|
| ||||||
| Audit fees | | | | | $ | 10,604,720 | | | | | | $ | 11,006,393 | | |
| Audit-related fees | | | | | | 86,200 | | | | | | | 110,200 | | |
| Tax fees | | | | | | 1,344,728 | | | | | | | 1,837,088 | | |
| All other fees | | | | | | 56,300 | | | | | | | — | | |
| Total fees | | | | | $ | 12,091,948 | | | | | | $ | 12,953,681 | | |
|
ITEM 5
|
| | APPROVAL OF AN AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE SUPERMAJORITY VOTING PROVISIONS AND THE PFIZER PROVISIONS | |
|
ITEM 5 RECOMMENDATION: OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE AMENDMENTS TO THE RESTATED CERTIFICATE OF INCORPORATION TO REMOVE SUPERMAJORITY VOTING PROVISIONS AND THE PFIZER PROVISIONS.
|
|
|
ITEM 6
|
| | APPROVAL OF AN AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD | |
|
ITEM 6 RECOMMENDATION: OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE AMENDMENTS TO THE RESTATED CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD.
|
|
|
Name and Address of Beneficial Owner
|
| | |
Number of
Shares Owned |
| | |
Percent of
Class (%)(1) |
| ||||||
| 5% Beneficial Owners: | | | | |
|
|
| | | | |
|
|
| |
|
BlackRock, Inc.(2)
55 East 52nd Street
New York, NY 10055 |
| | | | | 40,315,810 | | | | | | | 8.55% | | |
|
The Vanguard Group(3)
100 Vanguard Blvd.
Malvern, PA 19355 |
| | | | | 37,332,605 | | | | | | | 7.91% | | |
|
Name of Beneficial Owner
|
| | |
Common
Stock(1) |
| | |
Deferred
Stock Units(2) |
| | |
Vested
Options(3) |
| | |
Total
|
| ||||||||||||
| Directors and Named Executive Officers: | | | | |
|
|
| | | | |
|
|
| | | | |
|
|
| | | | |
|
|
| |
|
Paul M. Bisaro
|
| | | | | 17,200 | | | | | | | — | | | | | | | — | | | | | | | 17,200 | | |
|
Frank A. D’Amelio
|
| | | | | 14,808 | | | | | | | 12,397 | | | | | | | — | | | | | | | 27,205 | | |
|
Sanjay Khosla
|
| | | | | 9,808(4) | | | | | | | 12,397 | | | | | | | — | | | | | | | 22,205 | | |
|
Antoinette R. Leatherberry
|
| | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | |
|
Michael B. McCallister
|
| | | | | 22,469(4) | | | | | | | 10,512 | | | | | | | — | | | | | | | 32,909 | | |
|
Gregory Norden
|
| | | | | 11,521(4) | | | | | | | 10,512 | | | | | | | — | | | | | | | 22,033 | | |
|
Louise M. Parent
|
| | | | | 10,894 | | | | | | | 9,724 | | | | | | | — | | | | | | | 20,618 | | |
|
Willie M. Reed
|
| | | | | 8,637 | | | | | | | 4,782 | | | | | | | — | | | | | | | 13,419 | | |
|
Linda Rhodes
|
| | | | | 5,719 | | | | | | | — | | | | | | | — | | | | | | | 5,719 | | |
|
Robert W. Scully
|
| | | | | 18,179(4) | | | | | | | 12,397 | | | | | | | — | | | | | | | 30,576 | | |
|
Kristin C. Peck
|
| | | | | 40,520 | | | | | | | — | | | | | | | 160,319 | | | | | | | 200,839 | | |
|
Wetteny Joseph
|
| | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | |
|
Glenn C. David
|
| | | | | 48,874 | | | | | | | — | | | | | | | — | | | | | | | 48,874 | | |
|
Catherine A. Knupp
|
| | | | | 44,491 | | | | | | | — | | | | | | | 77,937 | | | | | | | 122,428 | | |
|
Roman Trawicki
|
| | | | | 8,218 | | | | | | | — | | | | | | | 13,774 | | | | | | | 21,992 | | |
|
Heidi C. Chen
|
| | | | | 34,000 | | | | | | | — | | | | | | | 14,921 | | | | | | | 48,921 | | |
| Directors and current executive officers as a group (21 persons)(5) | | | | | | 279,645 | | | | | | | 72,722 | | | | | | | 217,898 | | | | | | | 570,265 | | |
|
![]() |
| |
By telephone
|
| | |
By calling 1 (800) 690-6903 (toll free)
|
| | |
24 hours a day until 11:59 p.m., Eastern Daylight Time, on May 18, 2022
|
|
|
![]() |
| |
By internet
|
| | |
Online at www.proxyvote.com
|
| | |
24 hours a day until 11:59 p.m., Eastern Daylight Time, on May 18, 2022
|
|
|
![]() |
| |
By mail
|
| | |
By returning a properly completed, signed and dated proxy card
|
| | |
Allow sufficient time for us to receive your proxy card before the date of the meeting
|
|
|
Item
|
| | |
Vote Required
|
| | |
Effect of Abstentions and Broker Non-Votes*
|
|
| 1 — Election of Directors | | | | Majority of the votes cast (i.e., more votes “For” than “Against”) | | | | Not considered as votes cast and have no effect on the outcome | |
| 2 — Advisory Vote to Approve Our Executive Compensation (“Say on Pay”) | | | | Majority of the votes cast | | | | Not considered as votes cast and have no effect on the outcome | |
| 3 — Approval of an amendment and restatement of our 2013 Equity and Incentive Plan | | | | Majority of the votes cast | | | | Not considered as votes cast and have no effect on the outcome | |
| 4 — Ratification of Appointment of KPMG LLP as our Independent Registered Public Accounting Firm for 2022 | | | | Majority of the votes cast | | | | May be considered as votes cast | |
| 5 — Approval of an amendment to our Restated Certificate of Incorporation to eliminate supermajority voting provisions and the Pfizer provisions | | | | 80% of all the issued and outstanding shares entitled to vote | | | | Have the same effect of votes cast “AGAINST” this proposal | |
| 6 — Approval of an amendment to our Restated Certificate of Incorporation to declassify the Board | | | | 80% of all the issued and outstanding shares entitled to vote | | | | Have the same effect of votes cast “AGAINST” this proposal | |