Summary
Zoetis Inc. (ZTS) announced on April 13, 2015, the appointment of Mr. Paul M. Bisaro as a new independent director to its Board of Directors, effective immediately following the company's 2015 Annual Meeting of Shareholders. This appointment, which will increase the Board size from ten to eleven members, is a direct result of a Letter Agreement between Zoetis and Pershing Square Capital Management. Mr. Bisaro will also serve on the Board's Compensation Committee. The addition of Mr. Bisaro fulfills a key provision of the Letter Agreement, which aimed to seat a mutually acceptable independent director. The filing also clarifies arrangements regarding the tenure of existing director Mr. William Doyle, potentially extending his term through the 2017 Annual Meeting under specific conditions outlined in the agreement. Investors should note that Mr. Bisaro will be subject to the company's standard non-employee director compensation program and indemnification agreement, with no reported related party transactions.
Key Highlights
- 1Appointment of Paul M. Bisaro as an independent director to the Board, effective post-2015 Annual Meeting.
- 2Board size to increase from ten to eleven members.
- 3Appointment fulfills a requirement of the Letter Agreement with Pershing Square Capital Management.
- 4Mr. Bisaro will also join the Board's Compensation Committee.
- 5Clarification on potential extension of director William Doyle's term, contingent on Pershing Square's notice.
- 6Mr. Bisaro to be included in the company's slate of nominees for the 2016 Annual Meeting.
- 7Mr. Bisaro to participate in the standard non-employee director compensation program and standard indemnification agreement.