8-KLeadership ChangesExhibits & Filings

Zoetis Inc. 8-K Report, Executive Changes (May 7, 2013)

Filed May 7, 2013For Securities:ZTS

Summary

Zoetis Inc. (ZTS) filed an 8-K on May 6, 2013, reporting on the establishment of a Non-Employee Director Deferred Compensation Plan. This plan, effective February 1, 2013, allows non-employee directors to defer their annual cash retainer and committee chair fees. This is a key move for the company to align director compensation with long-term interests and provide flexibility for its board members. The plan ensures compliance with Section 409A of the IRS code and offers directors choices regarding the timing and form of their deferred compensation payouts, including lump sum or installment payments upon termination of service, and a lump sum payment in the event of death.

Key Highlights

  • 1Zoetis Inc. established a Non-Employee Director Deferred Compensation Plan, effective February 1, 2013.
  • 2The plan allows directors to defer all or a portion of their cash retainer and committee chair fees.
  • 3Deferred compensation will be held in separate accounts for each director.
  • 4Distributions can be elected by directors as a lump sum or equal annual installments upon termination of service.
  • 5In case of a director's death, unpaid deferred fees will be paid as a lump sum cash payment.
  • 6The plan is designed to comply with Section 409A of the Internal Revenue Code.
  • 7The company retains the right to amend or terminate the plan, subject to protecting previously deferred amounts for directors.

Frequently Asked Questions

The plan allows Zoetis's non-employee directors to defer their annual cash retainer fees and committee chair fees. This offers them flexibility in managing their compensation and aligns their interests with the company over the long term.

The plan was approved by the Board on May 2, 2013, and is effective as of February 1, 2013.

Directors can elect to receive their deferred compensation in a lump sum or in equal annual installments upon the termination of their service as a member of the Board. In the event of a director's death, any unpaid deferred fees will be paid in a single lump sum cash payment.

The plan is designed to comply with Section 409A of the Internal Revenue Code of 1986, as amended, which governs non-qualified deferred compensation plans.