UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     Date of Report (Date of earliest event reported): May 07, 2025

    

ZimVie Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-41242	87-2007795
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4555 Riverside Drive
Palm Beach Gardens, Florida		33410
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: 800 342-5454

    

     Not applicable

    

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	ZIMV	The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

ZimVie Inc. (the “Company”) held its annual meeting of shareholders on May 7, 2025. Shareholders took the following actions:

•

elected one Class III director to serve until the 2026 annual meeting of shareholders (Proposal 1);

•

ratified the Audit Committee’s appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for 2025 (Proposal 2); and

•

approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement (Proposal 3).

The vote tabulation for each proposal follows:

Proposal 1 – Election of Director


Nominee	For	Against	Abstain	Broker Non-Votes
Vafa Jamali	21,302,234	754,557	11,309	3,688,232

Proposal 2 – Ratification of the Appointment of PwC as the Company’s Independent Registered Public Accounting Firm


For	Against	Abstain	Broker Non-Votes
25,648,795	46,029	61,508	0

Proposal 3 – Advisory Vote to Approve Named Executive Officer Compensation


For	Against	Abstain	Broker Non-Votes
12,018,245	9,964,217	85,638	3,688,232

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			ZIMVIE INC.

Date:	May 13, 2025	By:	/s/ Heather Kidwell
			Name: Heather Kidwell Title: Senior Vice President, Chief Legal, Compliance and Human Resources Officer and Corporate Secretary

ZimVie Inc. 8-K