Sector: Health Care
ZOETIS INC CLASS A · Meeting: May 20, 2026
Directors FOR
4
Directors AGAINST
8
Say on Pay
FOR
Auditor
FOR
Election of Twelve Directors
Against Analysis
Bisaro has served since May 2015, giving him full overlap with the 3-year underperformance period; ZTS trailed its company-disclosed peer group median by 21.0 percentage points over three years (threshold: 20pp for negative absolute TSR), triggering a No vote, and the 5-year gap of -16.2pp also exceeds the 20pp threshold so the 5-year mitigant does not apply.
D'Amelio has served since July 2012 and has full overlap with the underperformance period; ZTS trailed the company-disclosed peer group by 21.0pp over three years against a 20pp threshold, and the 5-year gap of -16.2pp also exceeds the 20pp threshold so no mitigant applies.
Khosla has served since June 2013 and has full overlap with the underperformance period; ZTS trailed the company-disclosed peer group by 21.0pp over three years against a 20pp threshold, and the 5-year gap of -16.2pp also exceeds the 20pp threshold so no mitigant applies.
Leatherberry joined in December 2020, giving her meaningful overlap (more than 24 months) with the full 3-year underperformance period; ZTS trailed its peer group by 21.0pp against a 20pp threshold, and the 5-year mitigant does not apply as the 5-year gap also exceeds the threshold.
McCallister has served since January 2013 and has full overlap with the underperformance period; ZTS trailed the company-disclosed peer group by 21.0pp over three years against a 20pp threshold, and the 5-year gap of -16.2pp also exceeds the 20pp threshold so no mitigant applies.
Norden has served since January 2013 and has full overlap with the underperformance period; ZTS trailed the company-disclosed peer group by 21.0pp over three years against a 20pp threshold, and the 5-year gap of -16.2pp also exceeds the 20pp threshold so no mitigant applies.
Peck has served as a director since October 2019 and as CEO since 2020, giving her full overlap with the underperformance period; as an executive director she is subject to the same TSR trigger as all other directors, ZTS trailed the company-disclosed peer group by 21.0pp against a 20pp threshold, and the 5-year gap of -16.2pp also exceeds the 20pp threshold — this vote is independent of the Say on Pay determination.
Reed has served since March 2014 and has full overlap with the underperformance period; ZTS trailed the company-disclosed peer group by 21.0pp over three years against a 20pp threshold, and the 5-year gap of -16.2pp also exceeds the 20pp threshold so no mitigant applies.
For Analysis
Broadhurst joined in July 2022, which is within the 24-month new-director exemption window relative to the start of the 3-year measurement period, so the TSR trigger does not apply and she receives a For vote.
Hattersley joined in April 2024, which is within the 24-month new-director exemption window, so the TSR trigger does not apply and he receives a For vote.
Stetter joined in May 2025, well within the 24-month new-director exemption window, so the TSR trigger does not apply and he receives a For vote.
Tilenius joined in December 2025, well within the 24-month new-director exemption window, so the TSR trigger does not apply and she receives a For vote.
The TSR underperformance trigger fires for the full slate of longer-tenured directors: over the past three years ZTS stock declined 26.2% while the company's own disclosed peer group posted a median return of -5.2%, leaving Zoetis 21.0 percentage points behind — above the 20pp threshold that applies when absolute returns are negative. The 5-year picture is equally weak (-16.2pp gap, exceeding the same 20pp threshold), so the mitigant that would otherwise soften a recent trough does not apply. Eight of the twelve nominees (Bisaro, D'Amelio, Khosla, Leatherberry, McCallister, Norden, Peck, and Reed) are voted AGAINST on TSR grounds. The four newer directors (Broadhurst, Hattersley, Stetter, Tilenius) are exempt under the 24-month new-director rule and receive For votes.
CEO
Kristin C. Peck
Total Comp
$19,046,509
Prior Support
N/A
CEO total compensation of $19,046,509 is within a reasonable range for the head of a large-cap healthcare company with roughly $52.7 billion in market cap and $9.5 billion in annual revenue, and the pay structure is appropriately weighted toward variable pay — 80% of the CEO's target direct compensation is long-term equity, well above the 50-60% threshold the policy requires. The incentive plan uses meaningful, measurable metrics (relative total shareholder return versus the S&P 500 Health Care Index and three-year revenue growth for performance stock awards, plus annual revenue, adjusted EPS, and free cash flow for the annual bonus), and the 2023-2025 performance stock award cycle appropriately paid out at 0% after ZTS ranked at the 19th TSR percentile, demonstrating that the pay-for-performance link is functioning. A robust clawback policy covering both financial restatements and misconduct is in place, further supporting a For vote.
Auditor
KPMG LLP
Tenure
N/A
Audit Fees
$13,050,386
Non-Audit Fees
$1,772,771
Non-audit fees (audit-related fees of $764,557 plus tax fees of $928,214 plus other fees of $80,000 = $1,772,771) represent approximately 13.6% of audit fees ($13,050,386), well below the 50% threshold that would raise independence concerns; KPMG is a Big 4 firm appropriate for a company of Zoetis's size; auditor tenure was not explicitly disclosed in the filing so the tenure trigger does not fire; no material restatements were noted.
1 proposal submitted by shareholders
Proposal 5
John Chevedden is a well-known individual governance activist with a long track record of submitting legitimate shareholder rights proposals, and written consent rights are a mainstream governance mechanism that directly expands shareholders' ability to act between annual meetings. The company's existing special meeting right is materially limited — shareholders must have held shares for at least one year, a restriction the proponent credibly argues eliminates any practical use of that right — making written consent a meaningful supplement rather than a redundant one. The board's opposition arguments (potential for abuse by short-term holders, duplicative solicitations) are standard boilerplate that apply to most written consent regimes and do not outweigh the genuine governance benefit of giving long-term shareholders a timelier channel to hold the board accountable, particularly given ZTS's significant stock underperformance.
The Zoetis 2026 ballot is dominated by director accountability concerns: ZTS stock has declined 26% over three years while the company's own peer group posted a median gain of roughly -5%, a gap of 21 percentage points that exceeds the policy's 20pp trigger, resulting in Against votes for the eight longer-tenured directors (including CEO Peck in her director capacity) while four newer directors within the 24-month exemption window receive For votes. The Say on Pay vote passes because compensation structure is sound — 80% variable for the CEO, a zero-payout performance cycle, and a functioning clawback — while auditor KPMG is ratified on clean fee ratios; the Chevedden written consent proposal receives a For vote because the company's one-year share-ownership restriction on special meeting rights creates a governance gap that written consent would meaningfully address.
10 companies disclosed in 2026 proxy filing
