8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934

Date of report (Dateof earliest event reported): February 7, 2023

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:

¨ 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:

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; Electionof Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 5, 2023, Zoetis terminated Glenn David, Executive Vice President and Group President, U.S. Operations, Global Diagnostics and BioDevices at Zoetis Inc. (the “Company”), for violating company policy by engaging in a consensual personal relationship and failing to disclose it to the Company. Mr. David’s conduct did not impact our consolidated financial statements or our internal controls over financial reporting.

As a result of Mr. David’s termination, he is not eligible for and will forfeit any severance benefits or future equity vesting.

William (“Chip”) Dorsey, Vice President, Finance will serve as interim head of U.S. Operations and Global Diagnostics while the Company conducts a search for Mr. David’s permanent replacement.

Zoetis was recently made aware of allegations of a consensual personal relationship between Mr. David and a colleague that he did not disclose. Immediately upon learning of the allegations, the Company initiated an investigation and retained independent outside counsel to assist in this process. Upon receiving the findings of the investigation, the Company moved quickly and terminated Mr. David. His conduct was inconsistent with Zoetis’ values and policies, and it has no place at the Company.

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.

Dated: February 7, 2023