0001555280false00015552802025-10-232025-10-23
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): October 23, 2025
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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 filing 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 October 23, 2025, the Board of Directors (the "Board") of Zoetis Inc. (the “Company”) appointed Stephanie Tilenius to the Board, effective as of December 1, 2025, to serve in such capacity until her successor is appointed or qualified or until her resignation or removal. In connection with the appointment of Ms. Tilenius, the size of the Board will be increased from twelve to thirteen members effective as of December 1, 2025.
Ms. Tilenius 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 Ms. Tilenius 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 proxy statement for its 2025 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on April 9, 2025. Ms. Tilenius will be eligible for participation in such non-employee director compensation program.
In connection with her appointment as a member of the Board, the Company will enter into its standard form of indemnification agreement with Ms. Tilenius. 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.
Item 7.01. Regulation FD Disclosure.
On October 28, 2025, the Company issued a press release announcing the appointment of Ms. Tilenius. 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 into this Item 7.01.
The information set forth under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit No. |
Description |
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Press Release issued on October 28, 2025 regarding the appointment of Stephanie Tilenius |
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to the Zoetis Board |
| 104 |
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: October 28, 2025 |
By: |
/s/ Roxanne Lagano |
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Roxanne Lagano |
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Executive Vice President, |
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General Counsel and Corporate Secretary |
EX-99.1
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exhibit9912025newdirectort.htm
EX-99.1
Document
Exhibit 99.1
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Media Contacts: |
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Investor Contacts: |
| Jennifer Albano |
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Steve Frank |
| 1-862-399-0810 (o) |
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1-973-822-7141 (o) |
| jennifer.albano@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 Stephanie Tilenius to its Board of Directors
Health entrepreneur brings her digital and artificial intelligence (AI) experience to Zoetis Board
PARSIPPANY, N.J. – October 28, 2025 – Zoetis Inc. (NYSE: ZTS) today announced the appointment of Stephanie Tilenius to its Board of Directors, effective as of December 1, 2025. Ms. Tilenius brings extensive experience in technology-forward, digital health organizations to the Zoetis Board.
Ms. Tilenius is a serial entrepreneur and has founded several healthcare companies, including most recently a stealth company in the longevity AI space. Previously, she founded Vida Health, Inc., a leading B2B chronic care platform focusing on diabetes and obesity, and scaled it nationally for Fortune 500 companies, large payers and healthcare providers. There, she served as CEO from 2014 to 2023.
“We are thrilled to welcome Stephanie Tilenius to the Zoetis Board of Directors,” said Kristin Peck, Chief Executive Officer of Zoetis. “Her strategic thinking and expertise in digital health, AI and technology align with our vision to advance animal health through innovation. At Zoetis, we’re dedicated to harnessing the power of data and digital solutions to deliver better outcomes to our customers around the world. Stephanie’s proven leadership and forward-thinking approach will be invaluable as we continue to accelerate our digital transformation and shape the future of animal health.”
“We are pleased to welcome Stephanie to the Zoetis Board of Directors. Her deep experience in digital health brings valuable perspective to our Board as Zoetis continues to lead in advancing animal health,” said Zoetis Board Chair Michael McCallister. “The Board is committed to supporting the company’s strategy to innovate and deliver solutions that meet the evolving needs of its customers. Stephanie’s insights will help us guide Zoetis forward and ensure the company remains at the forefront of digital transformation in the animal health industry.”
In addition to her digital healthcare experience, Ms. Tilenius spent a long career in the tech sector as an intrapreneur and in senior positions at Google, PayPal, and eBay, where she built products from the ground up, managed P&L responsibilities for multibillion dollar businesses, and completed over 15 acquisitions. Ms. Tilenius was Vice President of Global Commerce and Payments at Google, where she helped to build new products and platforms, such as Google Pay and Google Shopping. Previously, she served as Senior Vice President of eBay.com and Global Product, and at PayPal she was the Vice President of Global Merchant Services.
Ms. Tilenius currently serves on the board of directors of Seagate Technology Holdings plc, a publicly-traded, mass-capacity data storage company, and Papa, a curated platform of companionship and support for older adults and families. She is also a Venture Advisor to the AI Fund. She holds a Master of Business Administration from Harvard University, as well as a Master of Arts in International Economics and Finance and a Bachelor of Arts in Economics from Brandeis University.
“I am honored to be joining the Zoetis Board of Directors at such a pivotal time for the company and the animal health industry,” said Stephanie Tilenius. “Zoetis’ commitment to innovation, digital transformation and using advanced technologies to improve animal care resonates deeply with my own passion for leveraging data and AI to create meaningful impact. I look forward to working with the Board and leadership team to help drive the company's vision forward and deliver solutions that benefit veterinarians, producers, and pet owners worldwide.”
With Ms. Tilenius’ appointment, Zoetis will increase the size of its Board of Directors from 12 to 13 members, effective as of December 1, 2025.
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 producers. 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 $9.3 billion in 2024 with approximately 13,800 employees. For more information, visit www.zoetis.com.
ZTS-COR
ZTS-IR
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