Zimmer Biomet (ZBH) Proxy filing summary

Executive summary

• Achieved 7.2% net sales growth in 2025, driven by acquisitions, new product launches, and operational improvements.

• Completed acquisitions of Paragon 28 and Monogram Technologies, expanding into the foot and ankle segment and robotics.

• Enhanced innovation pipeline with FDA and international approvals for new orthopedic products.

• Recognized for ethical practices and workplace culture, including awards from Ethisphere and Fortune.

• Hosted a virtual annual meeting to increase shareholder participation and reduce environmental impact.

Voting matters and shareholder proposals

• Four proposals: election of 10 directors, ratification of PwC as auditor, advisory vote on executive compensation, and a shareholder proposal for an independent board chairman.

• Board recommends voting FOR all directors, FOR PwC, FOR Say on Pay, and AGAINST the independent chairman proposal.

• Shareholder proposal for an independent chairman cites governance and performance concerns; Board opposes, citing flexibility and strong lead independent director role.

Board of directors and corporate governance

• Board consists of 10 nominees, 90% independent, with diverse backgrounds in gender, ethnicity, and global experience.

• 75% of board committees are chaired by women; average tenure is 9.2 years.

• Board leadership structure combines CEO and Chairman roles, with a Lead Independent Director to ensure accountability.

• Annual board and committee self-evaluations, robust director independence standards, and majority voting for directors.

• Proxy access and single-class voting structure; no poison pill or supermajority requirements.