Zimmer Biomet Holdings, Inc 8-K, filed Mar 19, 2021
Zimmer Biomet Holdings, Inc. (ZBH)
About this 8-K
Zimmer Biomet Holdings, Inc filed this 8-K on March 19, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:
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 filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications 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 |
Name of each 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 March 19, 2021, Zimmer Biomet Holdings, Inc. (the “Company”) announced that Ivan Tornos has been appointed to the newly-created position of Chief Operating Officer of the Company.
Mr. Tornos, age 45, joined the Company in November 2018 as Group President, Orthopedics, and in December 2019 was appointed Group President, Global Businesses and the Americas. Prior to joining the Company, Mr. Tornos served as Worldwide President of the Global Urology, Medical and Critical Care Divisions of Becton, Dickinson and Company (“BD”) (and previously, C. R. Bard, Inc. (“Bard”)) from June 2017 until October 2018. From June 2017 until BD’s acquisition of Bard in December 2017, Mr. Tornos also continued to serve as President, Europe, Middle East and Africa (“EMEA”) of Bard, a position to which he was appointed in September 2013. Mr. Tornos joined Bard in August 2011 and, prior to his appointment as President, EMEA, served as Vice President and General Manager with leadership responsibility for Bard’s business in Southern Europe, Central Europe and the Emerging Markets Region of the Middle East and Africa. Before joining Bard, Mr. Tornos served as Vice President and General Manager of the Americas Pharmaceutical and Medical/Imaging Segments of Covidien International from April 2009 to August 2011. Before that, he served as International Vice President, Business Development and Strategy with Baxter International Inc. from July 2008 to April 2009 and, prior to that, Mr. Tornos spent 11 years with Johnson & Johnson in positions of increasing responsibility.
No changes have been made to the existing compensatory arrangements between the Company and Mr. Tornos in connection with his appointment as Chief Operating Officer. Further, there are no arrangements or understandings between Mr. Tornos and any other persons pursuant to which he was selected as the Chief Operating Officer of the Company. He has no family relationships with any of the Company’s directors or executive officers, and he is not a party to, and he does not have any direct or indirect material interest in, any transaction requiring disclosure under Item 404(a) of Regulation S-K.
The Company also announced on March 19, 2021 that Didier Deltort, President, Europe, Middle East and Africa, will be departing the Company for another professional appointment in the coming months following a transition period.
| Item 7.01 | Regulation FD Disclosure. |
A copy of the Company’s press release related to the matters discussed in this Form 8-K is attached hereto as Exhibit 99.1. The information contained in this Item 7.01 and Exhibit 99.1 hereto is being furnished and shall not be deemed to be “filed” with the Securities and Exchange Commission for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section and is not incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release issued by Zimmer Biomet Holdings, Inc., dated March 19, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: March 19, 2021
| ZIMMER BIOMET HOLDINGS, INC. | ||
| By: | /s/ Chad F. Phipps | |
| Name: | Chad F. Phipps | |
| Title: | Senior Vice President, General Counsel and Secretary | |
Exhibit 99.1
345 E. Main St.
Warsaw, IN 46580
www.zimmerbiomet.com
Contacts:
Media
Meredith Weissman
(703) 346-3127
meredith.weissman@zimmerbiomet.com
| Investors | ||
| Ezgi Yagci |
Keri Mattox | |
| (617) 549-2443 |
(203) 399-0856 | |
| ezgi.yagci@zimmerbiomet.com |
keri.mattox@zimmerbiomet.com |
Zimmer Biomet Expands Role for Ivan Tornos, Appointing Him to New Chief Operating Officer Post
Tornos Continues to Lead Global Businesses and Americas; Will Now Also Oversee Europe, Middle East and Africa (EMEA) Region
Company Also Announces Planned Departure of EMEA President Didier Deltort
for New Professional Appointment
(WARSAW, IN) March 19, 2021—Zimmer Biomet Holdings, Inc. (NYSE and SIX: ZBH), a global leader in musculoskeletal healthcare, today announced that Ivan Tornos has been appointed to the newly-created position of Chief Operating Officer. Mr. Tornos joined Zimmer Biomet in November 2018 as Group President, Orthopedics and a year later was named Group President, Global Businesses and the Americas. In this new role, he will continue to report directly to Bryan Hanson, President and CEO, and will be responsible for overseeing all global businesses at Zimmer Biomet, as well as leading the global operations, clinical and medical education and global R&D and New Product Development functions. In addition to his continued leadership of the Americas region, Mr. Tornos will now have oversight of the Europe, Middle East and Africa (EMEA) region, with the President of EMEA reporting directly to him.
1
“Since joining Zimmer Biomet, Ivan has made tremendous contributions toward the strategic evolution of our business, delivering consistent results across the board,” said Mr. Hanson. “As we continue to transform the Company, having Ivan at the helm in this newly-created and expanded role to drive forward, align and execute on our operations helps ensure we continue to deliver for our customers, patients and shareholders.”
Prior to joining Zimmer Biomet, Mr. Tornos served as Worldwide President of the Global Urology, Medical and Critical Care Division of Becton, Dickinson and Company. Earlier, he was with C.R. Bard in positions of increasing responsibility, most recently serving as President, Europe, Middle East and Africa Regions. Before joining C.R. Bard, Mr. Tornos served as Vice President and General Manager of the Americas Pharmaceutical and Medical/Imaging segments of Covidien International. He also served as International Vice President, Business Development and Strategy with Baxter International Inc., and prior to that he spent over a decade in leadership assignments around the globe with Johnson & Johnson.
Mr. Tornos is an alumnus of the Harvard Business School, having graduated from the Advanced Management Program and he also completed leadership and management programs at the Cox School of Business of Southern Methodist University. He finalized post-MBA work at the Wharton School of the University of Pennsylvania (CPD Marketing/Finance), holds an MBA from the University of Miami School of Business and a BBA in Finance and International Marketing and Management from the University of Georgia Terry College of Business.
The Company also announced today that Didier Deltort, who has served as the President of EMEA since August 2018, will be departing Zimmer Biomet for another professional appointment. A search is underway for a new President of the EMEA region. In the near-term, Mr. Deltort will continue to oversee marketing, sales and distribution of products, services and solutions in the EMEA region, partnering closely with Mr. Tornos.
“We wish Didier continued success in his next career endeavor,” said Mr. Hanson. “On behalf of the Zimmer Biomet team, I want to thank him for his strong and collaborative partnership over the last three years and for his commitment to ensuring a smooth and successful transition of his responsibilities.”
About the Company
Founded in 1927 and headquartered in Warsaw, Indiana, Zimmer Biomet is a global leader in musculoskeletal healthcare. We design, manufacture and
2
market orthopedic reconstructive products; sports medicine, biologics, extremities and trauma products; office-based technologies; spine, craniomaxillofacial and thoracic products; dental implants; and related surgical products.
We collaborate with healthcare professionals around the globe to advance the pace of innovation. Our products and solutions help treat patients suffering from disorders of, or injuries to, bones, joints or supporting soft tissues. Together with healthcare professionals, we help millions of people live better lives.
We have operations in more than 25 countries around the world and sell products in more than 100 countries. For more information, visit www.zimmerbiomet.com or follow Zimmer Biomet on Twitter at www.twitter.com/zimmerbiomet.
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements concerning Zimmer Biomet’s expectations, plans, prospects, and product and service offerings. Such statements are based upon the current beliefs and expectations of management and are subject to significant risks, uncertainties and changes in circumstances that could cause actual outcomes and results to differ materially. For a list and description of some of such risks and uncertainties, see Zimmer Biomet’s periodic reports filed with the U.S. Securities and Exchange Commission (SEC). These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in Zimmer Biomet’s filings with the SEC. Forward-looking statements speak only as of the date they are made, and Zimmer Biomet disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers of this news release are cautioned not to rely on these forward-looking statements, since there can be no assurance that these forward-looking statements will prove to be accurate. This cautionary note is applicable to all forward-looking statements contained in this news release.
ZBH-Corp
3