Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 19, 2022, the shareholders of Zoetis Inc. (the “Company”) voted at the virtual 2022 Annual Meeting of Shareholders online via webcast (the “Annual Meeting”) to approve an amendment to the Company’s Restated Certificate of Incorporation (the “Certificate”) to eliminate supermajority voting provisions and certain provisions related to Pfizer Inc. (the “Supermajority Amendment”) and to declassify the Company’s Board of Directors (the “Board”) over time and provide for the annual election of all directors beginning at the Company’s 2024 Annual Meeting of Shareholders (the “Declassification Amendment”). The Supermajority Amendment and the Declassification Amendment became effective upon the filing of an Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate”) with the Secretary of State of the State of Delaware on May 19, 2022.
In addition, in connection with the shareholder approval of the Supermajority Amendment and the Declassification Amendment, the Board made conforming amendments to the Company’s Amended and Restated By-laws (the “By-laws”) as well as certain minor clean-up amendments thereto, effective upon the filing of the Amended and Restated Certificate on May 19, 2022.
The foregoing description is qualified in its entirety by reference to the full text of the Amended and Restated Certificate and By-laws, which are attached hereto as Exhibits 3.1 and 3.2, respectively, and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
As discussed under Item 5.03 of this Current Report on Form 8-K, on May 19, 2022, the Company held the Annual Meeting. At the Annual Meeting, the Company’s shareholders voted on six proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 6, 2022 (the “Proxy Statement”). There were 420,699,383 shares of common stock present at the Annual Meeting in person or by proxy, which represented 89.27% 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 25, 2022 (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 2025 Annual Meeting of Shareholders (or until the 2023 Annual Meeting of Shareholders if Item 6 is approved and the Declassification Amendment is filed and becomes effective) or until his successor has been elected and qualified, or until his earlier death, resignation or removal. As a result of the approval of Items 1 and 6 and the effectiveness of the Declassification Amendment (as described above), each of Mr. Bisaro, Mr. D'Amelio and Mr. McCallister will serve until the 2023 Annual Meeting of Shareholders.
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 approve an amendment and restatement of the Company's 2013 Equity and Incentive Plan.
4. To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.
5. To approve the Supermajority Amendment to the Company's Certificate.
6. To approve the Declassification Amendment to the Company's Certificate.
The voting results for each of these proposals are detailed below.
1. Election of Directors | | | | | | | | | | | | | | |
| Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes |
| Paul M. Bisaro | 394,077,534 | 7,108,638 | 502,748 | 19,010,463 |
Frank A. D'Amelio | 377,817,151 | 22,415,460 | 1,456,309 | 19,010,463 |
Michael B. McCallister | 395,657,629 | 5,528,562 | 502,729 | 19,010,463 |
Each of the three nominees for director was elected to serve until the 2025 Annual Meeting of Shareholders (or until the 2023 Annual Meeting of Shareholders if Item 6 is approved and the Declassification Amendment is filed and becomes effective) or until his successor has been elected and qualified, or until his earlier death, resignation or removal.
2. Advisory Vote on Executive Compensation | | | | | | | | | | | |
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 374,661,278 | 26,395,514 | 632,128 | 19,010,463 |
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. Amendment and Restatement of the Company's 2013 Equity and Incentive Plan | | | | | | | | | | | |
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 383,497,840 | 17,623,636 | 567,444 | 19,010,463 |
The shareholders approved the amendment and restatement of the Company's 2013 Equity and Incentive Plan.
4. Ratification of Appointment of Independent Registered Public Accounting Firm | | | | | | | | | | | |
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 416,633,307 | 3,601,944 | 464,132 | — |
The shareholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.
5. Supermajority Amendment | | | | | | | | | | | |
Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 400,979,018 | 266,261 | 443,641 | 19,010,463 |
The shareholders approved the Supermajority Amendment.
6. Declassification Amendment | | | | | | | | | | | |
Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 400,939,824 | 285,651 | 463,445 | 19,010,463 |
The shareholders approved the Declassification Amendment.