Zoetis Inc
For the period ended May 21, 2025. Filed Apr 9, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 21, 2025 · Filed Apr 9, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrantý Filed by a party other than the Registranto
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to §240.14a-12
Zoetis Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
ý No fee required.
o Fee paid previously with preliminary materials.
o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
Notice of 2025 Annual Meeting of Shareholders
| WhenWednesday, May 21, 20258:00 a.m. Eastern Daylight Time | WhereVirtual meeting webcast at:www.virtualshareholdermeeting. com/ZTS2025 | Record DateClose of Business onMarch 28, 2025 |
To Our Shareholders:
You are cordially invited to attend the 2025 Annual Meeting of Stockholders to be held on May 21, 2025, where we will be voting on the below matters. You will be able to attend the Annual Meeting, vote, and submit questions via live webcast by visiting www.virtualshareholdermeeting.com/ZTS2025.
Items of Business
| 1 | 2 | 3 | 4 | 5 |
| Election of twelve directors until the 2026 Annual Meeting of Shareholders for a one year term | Advisory vote to approve our executive compensation | Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2025 | Shareholder proposal regarding a special shareholder meeting improvement | Such other business as may properly come before the Annual Meeting of Shareholders |
How to Vote
Shareholders on the Record Date are entitled to vote in the following ways:
| Call 1 (800) 690-6903 (toll free) | Visit www.proxyvote.com | Return a properly completed, signed and dated proxy card | Attend the Annual Meeting of Shareholders webcast and vote your shares |
|---|
Sincerely yours,
Roxanne Lagano
Executive Vice President, General Counsel and Corporate Secretary
April 9, 2025
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2025 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 21, 2025:
Zoetis Inc.’s Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2024 are available online at www.proxyvote.com. We are furnishing proxy materials to our shareholders primarily via “Notice and Access” delivery. On or about April 9, 2025, we mailed to our shareholders a notice of internet availability of proxy materials. This notice contains instructions on how to access our Proxy Statement and 2024 Annual Report and vote online.
| Zoetis at a Glance | 1 |
|---|---|
| 2024 Business Highlights | 2 |
| Sustainability Highlights | 3 |
| Proxy Summary | 4 |
| 2025 Annual Meeting | 4 |
| Voting Roadmap | 4 |
| Corporate Governance at Zoetis | 6 |
| Item 1 — Election of Directors | 6 |
| Our Director Nominees | 7 |
| Majority Voting Standard for Director Elections | 8 |
| Director Nominee Skills, Experience and Attributes | 8 |
| Director Nominee Biographies | 11 |
| Key Governance Features | 23 |
| Board Composition | 24 |
| Board Structure and Operations | 26 |
| Board Responsibilities and Processes | 30 |
| Shareholder Engagement | 34 |
| Other Governance Policies and Practices | 35 |
| Compensation of Directors | 36 |
| Executive Compensation | 40 |
| Item 2 — Advisory Vote to Approve Our Executive Compensation (“Say on Pay”) | 40 |
| Compensation Discussion and Analysis | 40 |
| Report of the Human Resources Committee | 68 |
| Executive Compensation Tables | 69 |
| CEO Pay Ratio | 77 |
| Pay Versus Performance | 78 |
| Equity Compensation Plans | 82 |
| Audit Committee Matters | 83 |
| Item 3 — Ratification of Appointment of KPMG as Our Independent Registered Public Accounting Firm for 2025 | 83 |
| KPMG Fees and Services | 84 |
| Policy on Pre-Approval of Audit Firm Services | 85 |
|---|---|
| Report of the Audit Committee | 86 |
| Shareholder Proposal | 87 |
| Item 4 — Shareholder Proposal Regarding a Special Shareholder Meeting Improvement | 87 |
| Board Recommendation | 88 |
| Ownership of Our Common Stock | 91 |
| Stock Ownership Tables | 91 |
| Transactions with Related Persons | 93 |
| Policy Concerning Related Person Transactions | 93 |
| Related Person Transactions | 93 |
| Information About the Annual Meeting and Voting | 94 |
| Virtual Annual Meeting Information | 94 |
| How Do I View the Proxy Materials Online? | 95 |
| How Can I Vote by Proxy? | 95 |
| Can I Revoke My Proxy? | 96 |
| Who Can Vote at the Meeting? | 96 |
| What is a Quorum and What is the Required Vote? | 96 |
| What is the Effect of Not Casting Your Vote? | 97 |
| Who is Soliciting My Proxy and Who Bears the Cost of the Solicitation? | 98 |
| Multiple Shareholders Sharing the Same Address? | 98 |
| Where Can I Find the Voting Results? | 98 |
| How Can I Submit Questions for the Annual Meeting? | 98 |
| Information About Submitting Shareholder Proposals and Our 2026 Annual Meeting | 99 |
| Other Legal Matters | 101 |
| Cautionary Note Regarding Forward-Looking Statements | 101 |
As used in this proxy statement, the terms “we”, “us”, “our”, the “Company” or “Zoetis” refer to Zoetis Inc.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.