Zoetis Inc

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Charter Amendment

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Currently, Article Fifth, Section G of the Company’s Restated Certificate of Incorporation (the “Certificate”) provides for the Company to limit the personal monetary liability of directors in certain circumstances pursuant to and consistent with Section 102(b)(7) of the Delaware General Corporation Law (“DGCL”).

Effective August 1, 2022, the state of Delaware, which is the Company’s state of incorporation, amended Section 102(b)(7) of the DGCL to permit a corporation’s certificate of incorporation to include a provision eliminating or limiting the personal monetary liability for certain corporate officers for breach of the duty of care, subject to certain exceptions.

Our Board of Directors has determined that it is advisable to and in the best interests of our Company to approve an amendment (the “Proposed Amendment”) to the Certificate to provide for exculpation of our officers as now permitted by the DGCL and has directed that the Proposed Amendment be submitted for adoption and approval by the shareholders at the Annual Meeting.

The Proposed Amendment is attached to this proxy statement as Appendix A.

Purposes and Effects of this Proposed Amendment

Our Board of Directors desires to amend the Certificate to maintain provisions consistent with the DGCL and believes that the Proposed Amendment, which would add certain officers to the exculpation provision in the Certificate and provide such officers with similar protections to those currently afforded to members of our Board of Directors, subject to the additional limitations of the DGCL, is necessary in order to continue to attract and retain experienced and qualified officers. Our Board of Directors and management prioritize attracting and retaining top industry talent as a key driver of our long-term strategy and continued shareholder value creation.

Officers are required to make decisions on crucial matters, often in response to time-sensitive opportunities and challenges. Such decisions can create risk of investigations, claims, actions, suits or proceedings seeking to impose liability on the basis of hindsight, especially in the current litigious environment and regardless of merit. Limiting the economic impact of this type of litigation to the Company would empower officers to best exercise their business judgment in furtherance of shareholder interests. Further, our Board of Directors has determined that the proposed provision would not negatively impact shareholder rights.

As amended, effective August 1, 2022, Section 102(b)(7) of the DGCL provides that only certain officers may be entitled to exculpation; namely: (i) an individual who is or was a company’s president, chief executive officer, chief operating officer, chief financial officer, chief legal officer, controller, treasurer or chief accounting officer; (ii) an individual who is or was identified in public filings with the SEC as one of the most highly

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Charter Amendment

compensated officers of the company; or (iii) an individual who, by written agreement with the company, has consented to be identified as an officer for purposes of service of process.

Similar to the existing exculpation provided to members of our Board of Directors under the Certificate, the Proposed Amendment would not limit the liability of officers for any breach of the duty of loyalty to the Company or its shareholders, any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, or any transaction from which the officer derived an improper personal benefit. Furthermore, pursuant to Section 102(b)(7) of the DGCL, the Proposed Amendment would allow for the exculpation of the officers specified above only in connection with direct claims brought by shareholders, including class actions, but would not eliminate such officers’ personal monetary liability for breach of fiduciary duty claims brought by the Company itself or for derivative claims brought by shareholders in the name of the Company.

Other than the amendment of the existing Article Fifth, Section G by the Proposed Amendment, the remainder of the Certificate will remain unchanged. If the Proposed Amendment is approved by the shareholders, the Proposed Amendment will become effective upon filing of the Certificate of Amendment of the Certificate with the Delaware Secretary of State, which the Company intends to file promptly following the Annual Meeting if the requisite votes are obtained.

Vote Required

Approval of this proposal requires the affirmative vote of a majority of the outstanding stock entitled to vote thereon at the Annual Meeting.

Zoetis 2024 Proxy Statement 83