Independent
Tenure on this board
17.4 yrs
10 nominees · 4 ballot items.
Elect 10 directors; Ratify PricewaterhouseCoopers LLP as independent auditor for 2026; Advisory approval of named executive officer compensation (Say on Pay); Consider a shareholder proposal to adopt an independent board chairman policy (vote AGAINST recommended).
Elect 10 directors to serve until the 2027 annual meeting.
Ratify appointment of PricewaterhouseCoopers LLP (PwC) as the company’s independent registered public accounting firm for 2026.
Non-binding advisory vote to approve the compensation of named executive officers as disclosed in the proxy statement.
Request the Board to adopt a policy requiring the roles of Chairman and CEO be held by separate individuals, and that the Chairman be an independent director; a Lead Director is not a substitute.
The shareholder proposal requests that Zimmer Biomet require separate persons to serve as Chairman and CEO, with the Chairman to be an independent director and a Lead Independent Director not considered a substitute, arguing that an independent chair would strengthen oversight, reduce potential conflicts of interest, and restore shareholder confidence amid product liability issues, legal disputes, and below-peer financial performance. The proponent, John Chevedden, frames the proposal around recent operational, legal and financial challenges (product recalls, ongoing litigation, a major lawsuit against an IT vendor, and stock price underperformance) to argue urgency for structural governance change. Management opposes the proposal and recommends a vote AGAINST, asserting that a prescriptive governance mandate would unduly constrain the Board’s discretion to select the leadership structure that best serves the company at a given time. The Board points to the company’s existing practices—annual appointment of a Lead Independent Director with robust duties, a majority-independent Board, fully independent Board committees, shareholder engagement history, and peer practice data—to justify retaining flexibility. The Board’s response argues the Lead Independent Director role provides equivalent oversight and that a fixed independent chair requirement is unnecessary and could be detrimental to shareholder interests; it emphasizes that the Board reviews leadership structure regularly and will change it if doing so benefits shareholders.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DODGE COX | 12.2% | 23,542,700 | $2.1B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 6.6% | 12,793,412 | $1.2B |
| 3 | HARRIS ASSOCIATES L P | 6.5% | 12,517,028 | $1.1B |
| 4 | Capital International Investors | 4.7% | 9,119,222 | $825M |
| 5 | STATE STREET CORP | 4.6% | 8,825,127 | $800M |
| 6 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.5% | 8,650,228 | $782M |
| 7 | PRICE T ROWE ASSOCIATES INC /MD/ | 4.0% | 7,708,369 | $697M |
| 8 | BlackRock, Inc. | 3.6% | 6,873,175 | $621M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.5% | 4,742,646 | $427M |
| 10 | BlackRock, Inc. | 2.1% | 4,009,309 | $363M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.