Zoetis Inc 8-K, filed Dec 9, 2020
Zoetis Inc. (ZTS)
8-K
2020-12-09
For: 2020-12-08
View Original
Added on
April 10, 2026
About this 8-K
Zoetis Inc filed this 8-K on December 9, 2020, reporting on events of December 8, 2020.
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): December 8, 2020
| (Exact name of registrant as specified in its charter) | ||
| (State or other jurisdiction | (Commission File | (I.R.S. Employer | ||||||||||||
| of incorporation) | Number) | Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
(973 ) 822-7000
| (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 obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 December 8, 2020, the Board of Directors of Zoetis Inc. (the “Company”) appointed Antoinette R. Leatherberry to Class II of the Board of Directors (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. Leatherberry, the size of the Board of Directors of the Company will be increased from twelve to thirteen members. Ms. Leatherberry will serve on the Board’s Audit and Corporate Governance Committees.
Ms. Leatherberry 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. Leatherberry 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 2020 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on April 6, 2020. Ms. Leatherberry will be eligible for participation in such non-employee director compensation program.
In connection with her appointment as a member of the Board, the Company will enter into its standard form of indemnification agreement with Ms. Leatherberry. A 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, as subsequently amended.
On December 8, 2020, the Company issued a press release announcing the appointment of Ms. Leatherberry. A copy of the press release is attached as Exhibit 99.1 to this Current Report and is incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
On December 9, 2020, the Company declared a dividend of $0.25 per share for the first quarter of 2021. The dividend will be paid on March 1, 2021, to all holders of record of the Company's common stock as of the close of business on January 20, 2021.
The information set forth under this Item 7.01, including Exhibit 99.2, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | ||||
| Press Release issued on December 8, 2020 regarding the appointment of Ms. Leatherberry to the Zoetis Board. | |||||
Press Release issued on December 9, 2020 regarding the Company’s declaration of its first quarter 2021 dividend. | |||||
| 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.
| ZOETIS INC. | ||||||||
| Dated: December 9, 2020 | By: | /s/ Heidi C. Chen | ||||||
| Heidi C. Chen | ||||||||
| Executive Vice President, | ||||||||
| General Counsel and Corporate Secretary | ||||||||
Exhibit 99.1
FOR IMMEDIATE RELEASE
Dec. 8, 2020
Media Contacts: | Investor Contacts: | |||||||
| Bill Price | Steve Frank | |||||||
| 1-973-443-2742 (o) | 1-973-822-7141 (o) | |||||||
| william.price@zoetis.com | steve.frank@zoetis.com | |||||||
| Kristen Seely | Keith Gaub | |||||||
| 1-973-443-2777 (o) | 1-973-822-7154 (o) | |||||||
| kristen.seely@zoetis.com | keith.gaub@zoetis.com | |||||||
Zoetis Appoints Tonie Leatherberry to its Board of Directors
Former Deloitte executive and technology leader brings valuable
digital and data experience to Zoetis Board
PARSIPPANY, N.J. – Dec. 8, 2020 – Zoetis Inc. (NYSE: ZTS) today announced the appointment of Antoinette (Tonie) Leatherberry, an experienced technology strategist and executive, to its Board of Directors. Her appointment increases the size of the Board from 12 to 13 members, and she will serve on the Board’s Audit and Corporate Governance Committees.
“As Zoetis increasingly focuses on implementing a digital and data transformation for our company and the animal health industry, Tonie Leatherberry brings invaluable experience and insights to our Board,” said Zoetis CEO Kristin Peck. “In her 30 years at Deloitte, Tonie advised the world’s top companies on tech-enabled strategies, and played an instrumental role in Deloitte’s work to advance women and people of color through internal forums and as president of the Deloitte Foundation.”
Ms. Leatherberry recently retired from Deloitte, an industry-leading consulting, audit, tax and advisory services company, culminating a distinguished career of working with Fortune 500 companies on complex information technology transformations and operational issues. She has authored numerous articles and publications on information technology and governance, and
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was named to the National Association of Corporate Directors NACD Directorship 100 in 2019 and 2020. Ms. Leatherberry has been recognized in such publications as Consulting Magazine’s Top 25 Consultants and Black Enterprise’s Most Powerful Women in Business. She has also devoted much of her professional life to creating opportunities for women and people of color. At Deloitte, Ms. Leatherberry was the principal architect of The Board Leadership Forum and the NextGen CEO Academy, which helped place more than 70 Black leaders into executive level and board roles. She currently serves as chair 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.
Ms. Leatherberry serves on the Board of Directors for the American Family Insurance Mutual Holding Company, the Widener University Board of Trustees, and the Boston University Board of Trustees. She holds a bachelor’s degree in Mechanical Engineering from Boston University and an MBA in Operations Management and Supervision from Northeastern University, and is pursuing a doctorate in higher education policy at Widener University.
About Zoetis
Zoetis is the leading animal health company, dedicated to supporting its customers and their businesses. Building on more than 65 years of experience in animal health, Zoetis discovers, develops, manufactures and commercializes medicines, vaccines and diagnostic products, which are complemented by biodevices, genetic tests and precision livestock farming. Zoetis serves veterinarians, livestock producers and people who raise and care for farm and companion animals with sales of its products in more than 100 countries. In 2019, the company generated annual revenue of $6.3 billion with approximately 10,600 employees. For more information, visit www.zoetis.com.
DISCLOSURE NOTICES
Forward-Looking Statements: This press release contains forward-looking statements, which reflect the current views of Zoetis with respect to future events. These statements are not guarantees of future performance or actions. Forward-looking statements are subject to risks and uncertainties. If one or more of these risks or uncertainties materialize, or if management's underlying assumptions prove to be incorrect, actual results may differ materially from those contemplated by a forward-looking statement. Forward-looking statements speak only as of the date on which they are made. Zoetis expressly disclaims any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. A further list and description of risks, uncertainties and other matters can be found in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, including in the sections thereof captioned “Forward-Looking Statements and Factors That May Affect Future Results” and “Item 1A. Risk Factors,” in our Quarterly Reports on Form 10-Q and in our Current Reports on Form 8-K. Such risks and uncertainties may be amplified by the coronavirus (COVID-19)
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pandemic and its potential impact on the global economy and our business. These filings and subsequent filings are available online at www.sec.gov, www.zoetis.com, or on request from Zoetis.
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Exhibit 99.2
FOR IMMEDIATE RELEASE:
Dec. 9, 2020
Media Contacts: | Investor Contacts: | |||||||
| Bill Price | Steve Frank | |||||||
| 1-973-443-2742 (o) | 1-973-822-7141 (o) | |||||||
| william.price@zoetis.com | steve.frank@zoetis.com | |||||||
Kristen Seely | Keith Gaub | |||||||
1-973-443-2777 (o) | 1-973-822-7154 (o) | |||||||
kristen.seely@zoetis.com | keith.gaub@zoetis.com | |||||||
Zoetis Declares First Quarter 2021 Dividend; Board Approves 25% Payment Increase
PARSIPPANY, N.J. – Dec. 9, 2020 – The Board of Directors of Zoetis Inc. (NYSE:ZTS) has declared a first quarter 2021 dividend payable to holders of the company’s common stock of $0.25 per share, an increase of 25% from the quarterly dividend rate paid in 2020. The dividend is to be paid on Monday, March 1, 2021, to holders of record on Wednesday, January 20, 2021.
“Zoetis continues to demonstrate its resiliency and strength thanks to the essential nature of our business and our diverse and innovative product portfolio,” said Glenn David, Executive Vice President and Chief Financial Officer. “We are well-positioned to generate increased cash for future investment opportunities that will benefit our customers, and I am pleased to announce that we are increasing our dividend by 25% in 2021 as part of our commitment to returning excess capital to shareholders.”
About Zoetis
Zoetis is the leading animal health company, dedicated to supporting its customers and their businesses. Building on more than 65 years of experience in animal health, Zoetis discovers, develops, manufactures and commercializes medicines, vaccines and diagnostic products, which are complemented by biodevices, genetic tests and precision livestock farming. Zoetis serves veterinarians, livestock producers and people who raise and care for farm and companion animals with sales of its products in more than 100 countries. In 2019, the company generated annual revenue of $6.3 billion with approximately 10,600 employees. For more information, visit www.zoetis.com.
DISCLOSURE NOTICES
Forward-Looking Statements: This press release contains forward-looking statements, which reflect the current views of Zoetis with respect to business plans or prospects, future operating or financial performance, future use of cash and dividend payments, and other future events. These statements are not guarantees of future performance or actions. Forward-looking statements are subject to risks and uncertainties. If one or more of these risks or uncertainties materialize, or if management's underlying assumptions prove to be incorrect, actual results may differ materially from those contemplated by a forward-looking statement. Forward-looking statements speak only as of the date on which they are made. Zoetis expressly disclaims any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. A further list and description of risks, uncertainties and other matters can be found in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, including in the sections thereof captioned “Forward-Looking Statements and Factors That May Affect Future Results” and “Item 1A. Risk Factors,” in our Quarterly Reports on Form 10-Q and in our Current Reports on Form 8-K. These filings and subsequent filings are available online at www.sec.gov, www.zoetis.com, or on request from Zoetis.