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ZTS > SEC Filings for ZTS > Form 8-K on 13-May-2014All Recent SEC Filings

Show all filings for ZOETIS INC.

Form 8-K for ZOETIS INC.


13-May-2014

Submission of Matters to a Vote of Security Holders


Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 13, 2014, Zoetis Inc. (the "Company") held its Annual Meeting of Shareholders at The Hilton Short Hills located at 41 John F. Kennedy Parkway, Short Hills, New Jersey 07078 (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders voted on five 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 23, 2014 (the "Proxy Statement"). There were 418,818,808 shares of common stock present at the Annual Meeting in person or by proxy, which represented 83.6% 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 19, 2014 (the "Record Date").

The stockholders 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 2017 Annual Meeting of Shareholders or until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal.

2. A non-binding advisory vote on the compensation program for the Company's named executive officers as disclosed in the Proxy Statement.

3. A non-binding advisory vote on whether a non-binding advisory vote on the compensation program for the Company's named executive officers should be held every one, two or three years.

4. To approve the Company's 2013 Equity and Incentive Plan.

5. To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014.

The voting results for each of these proposals are detailed below.

1. Election of Directors
Nominee           Votes For  Votes Against Abstentions Broker Non-Votes
Gregory Norden   390,749,393   6,287,206     100,666      21,681,543
Louise M. Parent 392,015,232   5,035,391     86,642       21,681,543
Robert W. Scully 391,994,641   5,042,559     100,065      21,681,543

Each of the three nominees for director was elected to serve until the 2017 Annual Meeting of Shareholders or until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal.

2. Advisory Vote on Executive Compensation Votes For Votes Against Abstentions Broker Non-Votes 385,423,556 8,298,226 3,415,483 21,681,543

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. Frequency of Advisory Vote on Executive Compensation One Year Two Years Three Years Abstentions Broker Non-Votes Unvoted 357,860,164 3,710,920 23,888,495 11,677,607 21,681,543 79

The shareholders approved, on a non-binding advisory basis, to hold a non-binding advisory vote on the compensation program for the Company's named executive officers every year.

After considering the preferences expressed by the Company's shareholders at the Annual Meeting, the Company's Board of Directors determined to hold a non-binding advisory vote on the compensation program for the Company's named executive officers every year.

4. Approval of the Company's 2013 Equity and Incentive Plan.
Votes For Votes Against Abstentions Broker Non-Votes 376,441,411 20,505,304 190,550 21,681,543

The shareholders approved the Company's 2013 Equity and Incentive Plan.


5. Ratification of Appointment of Independent Registered Public Accounting Firm Votes For Votes Against Abstentions Broker Non-Votes 417,849,885 882,819 86,104 0

The shareholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014.


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