Zimmer Biomet amends bylaws to implement Rule 14a-19 procedural requirements for director nominations

ZIMMER BIOMET HOLDINGS, INC.

Stockholders must certify compliance with Rule 14a-19 and provide reasonable evidence no later than five business days before meeting.
If stockholder fails to comply or withdraws, nominations deemed null and void; proxies for such nominees disregarded.
White proxy cards reserved exclusively for use by Board of Directors.
Bylaws also incorporate other technical, clarifying, and conforming changes.

Key facts

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

ZIMMER BIOMET HOLDINGS, INC.: Amended and restated the bylaws to implement procedural mechanisms related to stockholder nominations of directors under Rule 14a-19, including certification requirements, nullification of nominations for non-compliance, reservation of white proxy cards, and other technical changes (effective 2022-12-14).

Change: bylaw amendment
Effective: 2022-12-14

Exact text from the filing

On December 14, 2022, the Board of Directors of Zimmer Biomet Holdings, Inc. (“Zimmer Biomet” or the “Company”) amended and restated the Company’s Restated Bylaws (as so amended and restated, the “Bylaws”), primarily to implement certain procedural mechanisms related to stockholder nominations of directors under Rule 14a-19 (“Rule 14a-19”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These amendments took immediate effect.

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Source: SEC EDGAR

accession 0001193125-22-304888

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