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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): July 25, 2022
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| Zoetis Inc. |
| (Exact name of registrant as specified in its charter) |
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| Delaware | | 001-35797 | | 46-0696167 |
| (State or other jurisdiction | | (Commission File | | (I.R.S. Employer |
| of incorporation) | | Number) | | Identification No.) |
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10 Sylvan Way | Parsippany | New Jersey | | 07054 |
| (Address of principal executive offices) | | (Zip Code) |
(973) 822-7000
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(Registrant's telephone number, including area code)
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| | |
| Not Applicable |
| (Former Name or Former Address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | | | | | | | |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $0.01 per share | | ZTS | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 25, 2022, the Board of Directors (the "Board") of Zoetis Inc. (the “Company”) appointed Vanessa Broadhurst to the Board, to serve in such capacity until her successor is appointed or qualified or until her resignation or removal. In connection with the appointment of Ms. Broadhurst, the size of the Board was increased from eleven to twelve members. Ms. Broadhurst will serve on the Board’s Quality and Innovation Committee.
Ms. Broadhurst was not appointed to the Board pursuant to any arrangements or understandings with any third party, and since the beginning of the last fiscal year, there have been no related party transactions between the Company and Ms. Broadhurst that would be reportable under Item 404(a) of Regulation S-K. The Company’s non-employee director compensation program is described under the caption “Compensation of Directors” in the Company’s proxy statement for its 2022 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on April 6, 2022. Ms. Broadhurst is eligible for participation in such non-employee director compensation program.
In connection with her appointment as a member of the Board, the Company entered into its standard form of indemnification agreement with Ms. Broadhurst. The form of indemnification agreement was previously filed by the Company as Exhibit 10.19 to Amendment No. 4 to the Company’s Registration Statement on Form S-1 (File No. 333-183254), as originally filed with the Securities and Exchange Commission on August 13, 2012, and subsequently amended.
On July 25, 2022, the Company issued a press release announcing the appointment of Ms. Broadhurst. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits | | | | | |
| Exhibit No. | Description |
| |
| Press Release issued on July 25, 2022 regarding the appointment of Ms. Broadhurst to the Zoetis Board. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| ZOETIS INC. |
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| Dated: July 25, 2022 | By: | /s/ Heidi C. Chen |
| | Heidi C. Chen |
| | Executive Vice President, |
| | General Counsel and Corporate Secretary |
Exhibit 99.1
FOR IMMEDIATE RELEASE:
July 25, 2022
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Media Contacts: | | Investor Contact: |
| Bill Price | | Steve Frank |
| 1-973-443-2742 (o) | | 1-973-822-7141 (o) |
| william.price@zoetis.com | | steve.frank@zoetis.com |
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Kristen Seely | | |
1-973-443-2777 (o) | | |
kristen.seely@zoetis.com
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Zoetis Appoints Vanessa Broadhurst to its Board of Directors
Johnson & Johnson executive brings valuable business leadership, consumer insights and direct-to-consumer advertising experience to Zoetis Board
PARSIPPANY, N.J. – July 25, 2022 – Zoetis Inc. (NYSE: ZTS) today announced the appointment of Vanessa Broadhurst, Executive Vice President, Global Corporate Affairs at Johnson & Johnson, to its Board of Directors. Ms. Broadhurst has deep experience in consumer insights and direct-to-consumer advertising, and her appointment increases the size of the Board from 11 to 12 members. She will serve on the Board’s Quality and Innovation Committee.
“As Zoetis continues to increase its focus on pet owners and direct-to-consumer marketing programs around the world, Vanessa Broadhurst brings invaluable experience to our Board,” said Kristin Peck, Chief Executive Officer of Zoetis. “Along with a deep understanding of the global pharmaceutical industry, she is widely respected for her strategic insight and leadership, as well as her expertise in consumer healthcare marketing and digital communications. She will be a tremendous addition to our Board.”
“We are all very pleased to welcome Vanessa to Zoetis’ Board of Directors,” said Zoetis Chairman Michael McCallister. “I am very proud of the caliber of all our Board members, and we look forward to all the contributions Vanessa will make to Zoetis as we continue to nurture the world and humankind by advancing care for animals."
Ms. Broadhurst is a member of Johnson & Johnson’s Executive Committee and leads the company’s global marketing, communication, design and philanthropy functions, in addition to having oversight of Johnson & Johnson Health & Wellness Solutions.
Prior to her appointment to the Executive Committee in 2022, Ms. Broadhurst was Company Group Chairman, Global Commercial Strategy for Pharmaceuticals. In that role, she led a team focused on commercialization and launch strategies across the company’s broad pipeline of products, spanning six therapeutic areas. Additionally, she had oversight of global value and access, global commercial data sciences, and global medical affairs across the portfolio of pharmaceutical products.
Ms. Broadhurst was named one of the “2022 Most Influential Black Executives in Corporate America” by SAVOY magazine. She has also been recognized as “Healthcare Champion of the Year” by the National Association for Female Executives, and “Top Blacks in Healthcare” by Blackdoctors.org.
Ms. Broadhurst serves as a member of The Executive Leadership Council (ELC), a preeminent association of Black business leaders, which focuses on board and executive leadership development, philanthropy, skills and talent development. She is also a Board member of the Ad Council, an American nonprofit organization that produces, distributes, and promotes public service announcements on behalf of various sponsors, including non-profit organizations, non-governmental organizations and agencies of the United States government. She received a Master of Business Administration from the Ross School of Business at University of Michigan, where she was a Consortium Fellow, and a Bachelor of Arts degree from the University of Colorado, Boulder.
About Zoetis
As the world’s leading animal health company, Zoetis is driven by a singular purpose: to nurture our world and humankind by advancing care for animals. After 70 years innovating ways to predict, prevent, detect, and treat animal illness, Zoetis continues to stand by those raising and caring for animals worldwide - from livestock farmers to veterinarians and pet owners. The company’s leading portfolio and pipeline of medicines, vaccines, diagnostics, and technologies make a difference in over 100 countries. A Fortune 500 company, Zoetis generated revenue of $7.8 billion in 2021 with approximately 12,100 employees. For more, visit www.zoetis.com.
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