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NYSE: ZTS Zoetis Inc. 8-K

Zoetis holds routine annual meeting; director Parent retires, all 12 nominees elected

Filed May 22, 2026 · Period ending May 20, 2026 · ~1 min read

4 key changes 2 sections

Key Changes

  • low

    Director Louise M. Parent retired May 20, 2026, per company retirement policy before the annual meeting. All 12 director nominees were elected to one-year terms through 2027.

  • low

    Shareholders approved executive compensation on advisory basis with 86% support and voted to continue annual say-on-pay votes.

  • low

    KPMG LLP ratified as independent auditor for 2026 with 97% approval. Annual meeting had 90% of voting shares represented.

  • low

    Shareholder proposal to permit action by written consent was rejected, with 53% voting against. Formal meetings remain required for shareholder actions.

Summary

Zoetis filed routine annual meeting results from its May 20, 2026 shareholder meeting. Director Louise Parent retired in accordance with the company's retirement policy, and all twelve director nominees—including CEO Kristin Peck—were elected to one-year terms.

With 90% of voting shares represented, shareholders approved standard governance matters including executive compensation and auditor ratification with strong support. For retail investors, this filing contains no material changes to company operations or strategy. The director retirement was planned and policy-driven, not unexpected.

Executive pay received solid backing at 86%, and the independent auditor was ratified with 97% support, both indicating shareholder satisfaction with current governance. The only contested item was a shareholder proposal to allow written consent for shareholder actions, which failed 53% to 47%. This means Zoetis will continue requiring formal meetings for shareholder votes. Watch for the company's next quarterly earnings report for operational updates that actually impact business performance.

Section-by-Section Diff

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

~82 words

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.

1 Added
Show 1 minor / wording change
Added Director retirement low

Added in current filing · verify on EDGAR →

Effective May 20, 2026, Ms. Louise M. Parent retired from the Board of Directors of Zoetis Inc. (the “Company”), prior to the Company’s 2026 Annual Meeting of Shareholders (the “Annual Meeting”) in accordance with the Company’s director retirement policy.

Louise M. Parent retired from the Board of Directors on May 20, 2026, before the 2026 Annual Meeting. The retirement was in accordance with the company's director retirement policy, indicating this was a planned departure rather than an unexpected event.

Event · Item 5.07 — Submission of Matters to a Vote of Security Holders

~900 words

Zoetis held its 2026 annual shareholder meeting, electing 12 directors and approving executive compensation votes; shareholders rejected written consent proposal.

5 Added
Show 5 minor / wording changes
Added Annual Meeting voting results low

Added in current filing · verify on EDGAR →

At the Annual Meeting, the Company’s shareholders voted on five proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 8, 2026 (the “Proxy Statement”). There were 379,034,516 shares of common stock present at the Annual Meeting in person or by proxy, which represented 90.13% of the voting power of the shares of common stock entitled to vote at the Annual Meeting, and which constituted a quorum for the transaction of business.

Zoetis held its annual shareholder meeting on May 20, 2026, with 90.13% of voting shares represented. Shareholders voted on five proposals including director elections, executive compensation matters, auditor ratification, and a shareholder proposal regarding written consent.

Added Director elections low

Added in current filing · verify on EDGAR →

Each of the twelve nominees for director was elected to serve for a one-year term until the 2027 Annual Meeting of Shareholders or until each director’s successor has been elected and qualified, or until such director’s earlier death, resignation or removal.

All twelve director nominees were elected to one-year terms. The slate includes CEO Kristin C. Peck and eleven other directors, with vote totals ranging from approximately 330 million to 355 million shares in favor out of approximately 358 million votes cast per nominee.

Added Executive compensation approval low

Added in current filing · verify on EDGAR →

The shareholders approved, on a non-binding advisory basis, the compensation program for the Company’s named executive officers, as disclosed in the Proxy Statement.

Shareholders approved executive compensation on an advisory basis with 306,328,992 votes for versus 51,638,692 against. Additionally, shareholders voted to continue holding these advisory votes annually, with 353,402,319 votes supporting the one-year frequency.

Added Auditor ratification low

Added in current filing · verify on EDGAR →

The shareholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

Shareholders ratified KPMG LLP as the independent auditor for fiscal 2026 with strong support: 367,031,759 votes for versus 11,450,123 against.

Added Shareholder proposal rejection low

Added in current filing · verify on EDGAR →

The shareholders did not approve the shareholder proposal to permit shareholder action by written consent.

A shareholder proposal to allow action by written consent was rejected, with 167,308,882 votes for versus 190,220,865 against. This means shareholders will continue to need formal meetings to take action rather than being able to act through written consent.

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Figures/quotes linked to EDGAR · Narrative written by AI · May 24, 2026 · How we verify