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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 1, 2024
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| Zoetis Inc. |
| (Exact name of registrant as specified in its charter) |
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| Delaware |
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001-35797 |
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46-0696167 |
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(Commission File |
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(I.R.S. Employer |
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Number) |
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Identification No.) |
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10 Sylvan Way |
Parsippany |
New Jersey |
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07054 |
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(Zip Code) |
(973) 822-7000
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(Registrant's telephone number, including area code)
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| Not Applicable |
| (Former Name or Former Address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
| Common Stock, par value $0.01 per share |
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ZTS |
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New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 1, 2024, the Board of Directors (the "Board") of Zoetis Inc. (the “Company”) appointed Gavin D.K. Hattersley to the Board, to serve in such capacity until his successor is appointed or qualified or until his resignation or removal. In connection with the appointment of Mr. Hattersley, the size of the Board was increased from twelve to thirteen members. Mr. Hattersley will serve on the Board’s Corporate Governance and Sustainability Committee.
Mr. Hattersley was not appointed to the Board pursuant to any arrangements or understandings with any third party, and since the beginning of the last fiscal year, there have been no related party transactions between the Company and Mr. Hattersley that would be reportable under Item 404(a) of Regulation S-K. The Company’s non-employee director compensation program is described under the caption “Compensation of Directors” in the Company’s preliminary proxy statement for its 2024 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on March 27, 2024. Mr. Hattersley is eligible for participation in such non-employee director compensation program.
In connection with his appointment as a member of the Board, the Company entered into its standard form of indemnification agreement with Mr. Hattersley. The form of indemnification agreement was previously filed by the Company as Exhibit 10.19 to Amendment No. 4 to the Company’s Registration Statement on Form S-1 (File No. 333-183254), as originally filed with the Securities and Exchange Commission on August 13, 2012, and subsequently amended.
On April 1, 2024, the Company issued a press release announcing the appointment of Mr. Hattersley. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit No. |
Description |
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Press Release issued on April 1, 2024 regarding the appointment of Mr. Hattersley to the Zoetis Board. |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ZOETIS INC. |
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| Dated: April 1, 2024 |
By: |
/s/ Heidi C. Chen |
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Heidi C. Chen |
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Executive Vice President, |
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General Counsel and Corporate Secretary |
EX-99.1
2
exhibit991newdirector.htm
EX-99.1
Document
Exhibit 99.1
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Media Contacts: |
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Investor Contacts: |
| Jenielle Alonso |
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Steve Frank |
| 1-973-945-4333 (o) |
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1-973-822-7141 (o) |
| jenielle.alonso@zoetis.com |
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steve.frank@zoetis.com |
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| Laura Panza |
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Nick Soonthornchai |
| 1-973-975-5176 (o) |
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1-973-443-2792 (o) |
| laura.panza@zoetis.com |
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nick.soonthornchai@zoetis.com |
Zoetis Appoints Gavin D.K. Hattersley to its Board of Directors
Molson Coors’ President and Chief Executive Officer brings valuable business leadership and global public company experience to Zoetis Board
PARSIPPANY, N.J. – April 1, 2024 – Zoetis Inc. (NYSE: ZTS) today announced the appointment of Gavin D.K. Hattersley, President, Chief Executive Officer and Director of Molson Coors Beverage Company, to its Board of Directors.
Mr. Hattersley brings global public company leadership and board experience, including as a current Chief Executive Officer and former Chief Financial Officer of Molson Coors, to the Zoetis Board. He will serve on the Board’s Corporate Governance and Sustainability Committee.
“Gavin Hattersley brings invaluable experience to our Board as we continue to expand in key markets around the globe,” said Kristin Peck, Chief Executive Officer of Zoetis. “His experience as CEO of a public company will help Zoetis as we continue to advance our vision to be the most trusted and valued animal health company, shaping the future of animal care through our innovation, customer obsession and purpose-driven colleagues.”
“We are pleased to welcome Gavin to Zoetis’ Board of Directors, and we look forward to the contributions he will make as we continue to advance Zoetis as the leader in animal health and deliver innovation for our customers and the animals in their care,” said Zoetis Board Chair Michael McCallister.
Mr. Hattersley has served as Molson Coors’ CEO since September 2019. Prior to his current position, Mr. Hattersley held various positions within the company including Chief Executive Officer of MillerCoors, the former U.S. division of Molson Coors, and as Chief Financial Officer of Molson Coors’ global business. Prior to joining the company, he held several financial management positions with international businesses in the brewing and manufacturing sectors, including SAB Limited and Barloworld Limited. Mr. Hattersley holds an honors degree in accounting science and a bachelor’s degree from the University of South Africa. As a member of Molson Coors’ Board of Directors since 2019, Mr. Hattersley is poised to bring wide-ranging expertise to the Zoetis Board, from corporate development and P&L management to broad-based financial acumen.
“I am incredibly grateful for the opportunity to join Zoetis’ Board of Directors at an exciting time for the company,” Hattersley said. “Zoetis’ mission to lead the industry with best-in-class animal care solutions, a diversified portfolio and a winning company culture matches perfectly with my professional experience and personal values, and I look forward to playing a role in Zoetis’ bright future.”
With Mr. Hattersley’s appointment, Zoetis increased the size of the Board from 12 to 13 members.
About Zoetis
As the world’s leading animal health company, Zoetis is driven by a singular purpose: to nurture our world and humankind by advancing care for animals. After innovating ways to predict, prevent, detect, and treat animal illness for more than 70 years, Zoetis continues to stand by those raising and caring for animals worldwide – from veterinarians and pet owners to livestock farmers and ranchers. The company’s leading portfolio and pipeline of medicines, vaccines, diagnostics and technologies make a difference in over 100 countries. A Fortune 500 company, Zoetis generated revenue of $8.5 billion in 2023 with approximately 14,100 employees. For more information, visit www.zoetis.com.
ZTS-COR
ZTS-IR
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