ZBH Filings — Zimmer Biomet Holdings, Inc. - FilingSpy
ZBH
Zimmer Biomet Holdings, Inc.
A maker of orthopedic implants and surgical tools, Zimmer Biomet builds replacement knees and hips, sports-medicine and trauma devices, and robotic surgery systems like the ROSA robot, used by surgeons worldwide. It began in 1927 when Justin Zimmer, dismissed by his employer as "just small potatoes," founded the company in the basement of his Warsaw, Indiana home. In 2015 it merged with fellow Warsaw firm Biomet, and the combined company still calls the "Orthopedic Capital of the World" home.
Zimmer Biomet enters new $1.5B five-year and $1.25B 364-day credit facilities
On June 26, 2026, Zimmer Biomet entered into a new five-year $1.5 billion unsecured revolving credit facility maturing June 26, 2031, with two one-year extension options and an uncommitted incremental feature up to $750 million.
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The company also entered into a new 364-day $1.25 billion unsecured revolving credit facility maturing June 25, 2027.
Both facilities bear floating-rate interest based on adjusted Term SOFR or an alternate base rate plus a margin tied to the company's senior unsecured long-term debt credit rating, and require a consolidated indebtedness-to-EBITDA ratio no greater than 4.5 to 1.0 (5.0 to 1.0 after a qualified material acquisition).
The prior 2025 five-year and 364-day credit agreements were terminated on June 26, 2026, with no principal outstanding; approximately $0.4 million in fees were paid, and existing letters of credit were transitioned to the new five-year facility.
Borrowings under both new facilities will be used for general corporate purposes.
1.01 Entry into a Material Definitive Agreement · 1.02 Termination of a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 9.01 Financial Statements and Exhibits
Shareholder vote8-K
Zimmer Biomet shareholders elect 10 directors and reject independent board chair proposal at 2026 annual meeting.
Annual meeting held May 22, 2026; all 10 director nominees elected for one-year terms ending at 2027 annual meeting.
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Shareholders ratified PricewaterhouseCoopers LLP as independent auditor for 2026 with 172,738,361 votes for.
Advisory say-on-pay proposal for named executive officer compensation passed with 160,066,066 votes for.
Shareholder proposal for Independent Board Chairman rejected with 137,043,058 votes against.
Broker non-votes of 12,009,707 were recorded on director elections and say-on-pay, but none on auditor ratification.
5.07 Submission of Matters to a Vote of Security Holders · 9.01 Financial Statements and Exhibits
Zimmer Biomet CFO Suketu Upadhyay to depart; Paul Stellato named interim CFO
Suketu Upadhyay resigned as CFO and EVP of Finance, Operations and Supply Chain, effective April 28, 2026, to pursue a new professional opportunity.
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Paul Stellato, VP, Controller and Chief Accounting Officer, was appointed interim CFO effective April 28, 2026, until a permanent successor is named.
Stellato will receive an annual base salary of $550,000 (prorated for 2026) and a target annual bonus of 70% of base salary under the EPIP.
Stellato will receive incremental equity awards: RSUs with a grant date fair value of approximately $750,000 vesting over three years and PRSUs with a grant date fair value of approximately $100,000.
The company has initiated a search for a permanent CFO, and Upadhyay's departure was not due to any disagreement with the company.
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits