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ZMH > SEC Filings for ZMH > Form 8-K on 13-May-2013All Recent SEC Filings

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Form 8-K for ZIMMER HOLDINGS INC


13-May-2013

Change in Directors or Principal Officers, Submission of Matters to a Vote of


Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e)

Amendment of the Zimmer Holdings, Inc. Executive Performance Incentive Plan

At the annual meeting of stockholders of Zimmer Holdings, Inc. (the "Company") held on May 7, 2013 (the "2013 annual meeting"), the Company's stockholders approved the amended Zimmer Holdings, Inc. Executive Performance Incentive Plan (the "EPIP"). Under Section 162(m) of the Internal Revenue Code of 1986, as amended, stockholders must approve the material terms of the EPIP at least every five years. The amended EPIP was approved by the Company's Board of Directors on February 22, 2013, subject to stockholder approval, and became effective following such approval at the 2013 annual meeting.

The EPIP is the plan the Company has used since 2001 to create annual cash incentive opportunities for key executives, including the Company's named executive officers, tied to achievement of goals set for objective performance measures. Prior to the 2013 annual meeting, the EPIP had most recently been approved by stockholders in 2008. With the exception of two new performance measures (quality measures and regulatory compliance measures), clarification of several definitions and extension of the term to May 31, 2020, the amended EPIP approved by stockholders at the 2013 annual meeting is substantially the same as the version approved in 2008.

A more complete description of the terms of the amended EPIP can be found in "Proposal No. 4-Approval of the Amended Zimmer Holdings, Inc. Executive Performance Incentive Plan" (pages 15 through 17) in the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 25, 2013 (the "2013 definitive proxy statement"), which description is incorporated by reference herein. The foregoing description and the description incorporated by reference from the Company's 2013 definitive proxy statement are qualified in their entirety by reference to the full text of the amended EPIP, a copy of which is filed as Exhibit 10.1 to this report.

Amendment of the Zimmer Holdings, Inc. 2009 Stock Incentive Plan

At the 2013 annual meeting, the Company's stockholders approved the amended Zimmer Holdings, Inc. 2009 Stock Incentive Plan (the "2009 Plan"). The amended 2009 Plan was approved by the Company's Board of Directors on February 22, 2013, subject to stockholder approval, and became effective following such approval at the 2013 annual meeting.

The material amendments to the 2009 Plan include the following:

the number of shares available for issuance pursuant to awards under the plan was increased by 3.7 million;

the ratio by which full value awards count against the share reserve was increased from 2:1 to 2.37:1; and

the term of the plan was extended to May 31, 2020.


A more complete description of the terms of the amended 2009 Plan can be found in "Proposal No. 5-Approval of the Amended Zimmer Holdings, Inc. 2009 Stock Incentive Plan" (pages 18 through 23) in the Company's 2013 definitive proxy statement, which description is incorporated by reference herein. The foregoing description and the description incorporated by reference from the Company's 2013 definitive proxy statement are qualified in their entirety by reference to the full text of the amended 2009 Plan, a copy of which is filed as Exhibit 10.2 to this report.



Item 5.07 Submission of Matters to a Vote of Security Holders

The Company held its annual meeting of stockholders on May 7, 2013. Stockholders took the following actions:

elected nine (9) directors for one-year terms ending at the 2014 annual meeting of stockholders (Proposal No. 1);

approved, on an advisory basis, the compensation of the Company's named executive officers as disclosed in the Company's proxy statement (Proposal No. 2);

ratified the Audit Committee's appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2013 (Proposal No. 3);

approved the amended EPIP (Proposal No. 4); and

approved the amended 2009 Plan (Proposal No. 5).

The vote tabulation for each proposal follows:

Proposal No. 1 - Election of Directors

                                                                                  Broker
   Nominee                        For            Against        Abstained       Non-Votes
   Christopher B. Begley       123,717,786         491,669       1,081,821       15,011,943
   Betsy J. Bernard            122,643,358         971,522       1,676,396       15,011,943
   Gail K. Boudreaux           123,110,252       1,122,842       1,058,182       15,011,943
   David C. Dvorak             123,878,118         309,141       1,104,017       15,011,943
   Larry C. Glasscock          122,608,130         984,631       1,698,515       15,011,943
   Robert A. Hagemann          123,296,959         293,314       1,701,003       15,011,943
   Arthur J. Higgins           122,651,536         943,442       1,696,298       15,011,943
   John L. McGoldrick          122,779,860         818,725       1,692,691       15,011,943
   Cecil B. Pickett, Ph.D.     122,672,627         929,991       1,688,658       15,011,943


Proposal No. 2 - Advisory Vote on Executive Compensation



                                                           Broker
                       For        Against    Abstained   Non-Votes
                   119,570,308   3,681,373   2,039,595   15,011,943

Proposal No. 3 - Ratification of Appointment of Independent Registered Public
Accounting Firm



                                                         Broker
                        For       Against   Abstained   Non-Votes
                    138,214,227   966,081   1,122,911       0

Proposal No. 4 - Approval of the Amended EPIP



                                                           Broker
                       For        Against    Abstained   Non-Votes
                   120,574,360   3,396,320   1,320,596   15,011,943

Proposal No. 5 - Approval of the Amended 2009 Plan



                                                           Broker
                      For        Against     Abstained   Non-Votes
                  108,205,266   15,786,530   1,299,480   15,011,943



Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.       Description

10.1              Zimmer Holdings, Inc. Executive Performance Incentive Plan (as
                  Amended May 7, 2013)

10.2              Zimmer Holdings, Inc. 2009 Stock Incentive Plan (as Amended
                  May 7, 2013)


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