Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 11, 2017, Zoetis Inc. (the “Company”) held its Annual Meeting of Shareholders at the Hilton Short Hills located at 41 John F. Kennedy Parkway, Short Hills, New Jersey 07078 (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders voted on three proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 31, 2017 (the “Proxy Statement”). There were 436,986,612 shares of common stock present at the Annual Meeting in person or by proxy, which represented 88.9% of the voting power of the shares of common stock entitled to vote at the Annual Meeting, and which constituted a quorum for the transaction of business. Holders of the Company’s common stock were entitled to one vote for each share held as of the close of business on March 17, 2017 (the “Record Date”).
The shareholders of the Company voted on the following proposals at the Annual Meeting:
1. To elect three directors, all of whom are currently serving on the Company’s Board of Directors, each to serve until the 2020 Annual Meeting of Shareholders or until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal.
2. A non-binding advisory vote on the compensation program for the Company’s named executive officers as disclosed in the Proxy Statement.
3. To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017.
The voting results for each of these proposals are detailed below.
1. Election of Directors
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Nominee
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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Gregory Norden
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416,904,207
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1,835,534
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918,470
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17,328,401
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Louise M. Parent
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416,844,997
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1,895,770
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917,444
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17,328,401
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Robert W. Scully
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414,873,557
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3,862,057
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922,087
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17,328,401
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Each of the three nominees for director was elected to serve until the 2020 Annual Meeting of Shareholders or until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal.
2. Advisory Vote on Executive Compensation
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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409,234,395
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9,974,555
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448,616
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17,329,046
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The shareholders approved, on a non-binding advisory basis, the compensation program for the Company’s named executive officers as disclosed in the Proxy Statement.
3. Ratification of Appointment of Independent Registered Public Accounting Firm
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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435,725,389
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1,064,974
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196,249
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—
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The shareholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017.