Zoetis (ZTS) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 20, 2026, with virtual participation and voting options for shareholders as of March 27, 2026.

• 2025 revenue reached $9.5B, with 6% organic operational revenue growth and 7% organic operational adjusted net income growth.

• Strategic focus on innovation, digital transformation, sustainability, and global expansion, with investments in R&D and operational resilience.

• Board and management emphasize strong governance, risk oversight, and shareholder engagement.

Voting matters and shareholder proposals

• Election of twelve directors for one-year terms.

• Advisory vote to approve executive compensation (Say on Pay).

• Advisory vote on the frequency of future Say on Pay votes, with Board recommending annual votes.

• Ratification of KPMG LLP as independent auditor for 2026.

• Shareholder proposal to permit action by written consent, which the Board recommends voting against.

Board of directors and corporate governance

• Board consists of twelve directors post-2026 meeting, with a majority independent and a mix of tenures and backgrounds.

• Board refreshment ongoing, with four new independent directors added in the last four years.

• Annual board and committee self-evaluations, mandatory retirement at age 75, and robust director nomination process.

• Proxy access and special meeting rights for shareholders owning 25% of shares for at least one year.