Zimmer Biomet Holdings Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect 10 directors to serve until the 2027 annual meeting.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify appointment of PricewaterhouseCoopers LLP (PwC) as the company’s independent registered public accounting firm for 2026.

3. 3

   Advisory Vote to Approve Named Executive Officer Compensation (Say on Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation of named executive officers as disclosed in the proxy statement.

4. 4

   Shareholder Proposal — Independent Board Chairman

   Shareholder — John CheveddenBoard: AGAINST

   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.

   More detail

   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.

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When is the Zimmer Biomet Holdings Inc 2026 annual meeting?

Zimmer Biomet Holdings Inc (ZBH) holds its 2026 annual shareholder meeting on Friday, May 22, 2026.

What is the record date for the Zimmer Biomet Holdings Inc 2026 meeting?

The record date for the Zimmer Biomet Holdings Inc 2026 meeting is Wednesday, March 25, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Zimmer Biomet Holdings Inc's 2026 meeting?

The board is presenting 10 director nominees at the Zimmer Biomet Holdings Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Zimmer Biomet Holdings Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Zimmer Biomet Holdings Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.