Independent
Tenure on this board
11.2 yrs
Also a director at
Myriad Genetics Inc (MYGN)
12 nominees · 5 ballot items.
Election of twelve directors; advisory “say-on-pay” approval of executive compensation; advisory vote on frequency of future executive compensation votes (recommend ANNUAL); ratification of KPMG as independent auditor for 2026; shareholder proposal to permit shareholder action by written consent; and any other business properly brought before the meeting.
Elect twelve director nominees to serve until the 2027 Annual Meeting, each nominated by the Board based on skills and experience described in the proxy.
Non-binding, advisory vote to approve the compensation of Zoetis’ named executive officers as disclosed in the proxy (Compensation Discussion and Analysis and Executive Compensation Tables).
This proposal requests a non-binding, advisory shareholder vote to approve the compensation paid to Zoetis’ named executive officers as described in the proxy statement. Management seeks shareholder endorsement to validate its pay-for-performance design, which emphasizes a high proportion of incentive-based pay (annual incentive and long-term equity awards) tied to operational revenue growth, adjusted diluted EPS, free cash flow, and multi-year relative TSR and operational revenue growth metrics. The Board and Human Resources Committee will consider the advisory vote outcome in setting future compensation, using shareholder feedback as an input to calibrate mix and metrics. Key context includes the company’s 2025 performance: organic operational revenue growth of 6%, adjusted diluted EPS of $6.41, and robust capital returns (dividends and $3.235 billion of share repurchases), while some long-term performance award cycles (e.g., 2023-2025 Relative TSR) vested at 0% due to subthreshold TSR performance. The compensation program includes typical governance safeguards — independent compensation consultant, clawback and compensation recovery policies, stock ownership guidelines, anti-hedging/pledging, and a “double-trigger” change-in-control vesting approach — which management argues align pay with long-term shareholder value. Management’s recommendation to vote FOR is premised on these alignment features and competitive benchmarking to retain executive talent. Investors should weigh the program’s emphasis on equity-linked long-term incentives and the mixed outcomes (short-term AIP payouts above target, some LTI cycles below target) when assessing whether pay truly aligns with realized shareholder returns.
Non-binding advisory vote on how often shareholders should hold advisory votes on executive compensation; Board recommends an annual vote.
Management seeks an advisory determination that shareholders continue to vote annually on executive compensation (“say-on-pay”). The Board’s rationale is governance responsiveness: an annual cadence enables shareholders to provide more timely feedback, allows the Board to react to investor sentiment and adjust compensation construct or disclosure annually, and aligns with company practices and prior shareholder preference (2020 vote favored annual). The proposal is non-binding but informs the Board’s approach. From a governance perspective, frequent votes can enhance accountability but may also increase administrative engagement; Zoetis argues the benefits of timely input outweigh potential costs. The Board recommends selecting ANNUAL. Investors should consider whether annual votes meaningfully influence pay outcomes at Zoetis given existing governance practices (independent committees, robust disclosure, shareholder engagement) and whether annual cadence increases alignment versus less frequent votes.
Ratify the Audit Committee’s appointment of KPMG LLP as Zoetis’ independent registered public accounting firm for fiscal year 2026.
A shareholder-submitted proposal requesting the Board to adopt a by-law or charter amendment allowing shareholders to act by written consent without undue restrictions, enabling shareholders holding the minimum votes necessary to act without a meeting.
The proponent (John Chevedden) asks the Board to permit shareholders to act by written consent, effectively enabling shareholders holding the minimum number of votes to approve corporate actions without convening a meeting, arguing that the Company’s one-year ownership threshold to call a special meeting renders the existing special-meeting right ineffective and that written consent would offer a timely mechanism to hold management and directors accountable amid operational and reputational challenges (citing 2025 forecast reductions, analyst downgrades, and adverse publicity around Librela/Solensia). Management counters that shareholders already possess meaningful rights—25% ownership for one year to call a special meeting and proxy access for minority nominations—and that written consent undermines the deliberative, transparent meeting process, risks disenfranchising uninformed shareholders, could encourage short-term or coordination-based abuses (including via borrowed shares), and could generate duplicative or conflicting solicitations with significant administrative burden; the Board cites market practice (majority of S&P 500 companies prohibit or restrict written consent) and ongoing shareholder engagement as further reasons to reject the proposal. The controversy centers on balancing minority shareholder empowerment and responsiveness against protections for a deliberative, information-rich decision-making process and the risk of tactical, short-termist actions; investors should weigh the company-specific governance context (recent operational and PR issues highlighted by the proponent, Zoetis’ existing 25% special-meeting right, and proxy access) when assessing whether adopting written consent would meaningfully improve accountability or introduce governance risks.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.2% | 26,072,846 | $3.1B |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.7% | 23,967,400 | $2.8B |
| 3 | STATE STREET CORP | 4.6% | 19,324,401 | $2.3B |
| 4 | BlackRock, Inc. | 3.3% | 13,897,169 | $1.6B |
| 5 | STATE FARM MUTUAL AUTOMOBILE INSURANCE CO | 2.9% | 12,242,263 | $1.4B |
| 6 | WELLINGTON MANAGEMENT GROUP LLP | 2.4% | 10,102,171 | $1.2B |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.4% | 10,017,689 | $1.2B |
| 8 | BlackRock, Inc. | 2.1% | 8,966,103 | $1.1B |
| 9 | MORGAN STANLEY | 1.4% | 5,685,145 | $672M |
| 10 | FIL Ltd | 1.3% | 5,365,681 | $634M |
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