UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
As previously disclosed, on July 20, 2025, ZimVie Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Zamboni Parent Inc., a Delaware corporation (“Parent”), and Zamboni MergerCo Inc., a Delaware corporation and wholly owned subsidiary of Parent (“MergerCo”), pursuant to which and subject to the terms and conditions thereof, MergerCo will be merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Upon completion of the Merger, the Company will no longer be publicly held. The common stock, par value $0.01 per share, of the Company (“Company Common Stock”) will be delisted from the Nasdaq Global Select Market and deregistered under the Securities Exchange Act of 1934, as amended. On October 10, 2025, the Company held a special meeting of its stockholders (the “Special Meeting”) to vote on the proposals identified in the definitive proxy statement filed with the Securities and Exchange Commission on September 2, 2025, which was first mailed to the Company’s stockholders on September 2, 2025.
As of the close of business on September 2, 2025, the record date for the Special Meeting, there were 28,210,715 shares of Company Common Stock outstanding and entitled to vote at the Special Meeting. 20,701,308 shares of Company Common Stock, representing approximately 73.38% of all of the issued and outstanding Company Common Stock entitled to vote, were represented at the Special Meeting. The tables below detail the final voting results for each proposal:
| 1. | The proposal to adopt the Merger Agreement (the “Merger Agreement Proposal”). The Company’s stockholders approved the Merger Agreement Proposal as follows: |
| For |
Against |
Abstained |
Broker Non-Votes | |||
| 20,615,874 |
29,686 |
55,748 |
0 |
| 2. | The proposal to approve, by advisory (non-binding) vote, the compensation that may be paid or become payable to the named executive officers of the Company in connection with the consummation of the Merger (the “Advisory Compensation Proposal”). The Company’s stockholders approved, on an advisory (non-binding) basis, the Advisory Compensation Proposal as follows: |
| For |
Against |
Abstained |
Broker Non-Votes | |||
| 16,997,513 |
3,664,375 |
39,420 |
0 |
In connection with the Special Meeting, the Company also solicited proxies with respect to the adjournment of the Special Meeting for the purpose of soliciting additional proxies if there were not sufficient votes at the Special Meeting to approve the Merger Agreement Proposal (the “Adjournment Proposal”). As there were sufficient votes at the time of the Special Meeting to approve the Merger Agreement Proposal, the Adjournment Proposal was unnecessary and such proposal was not submitted to the Company’s stockholders for approval at the Special Meeting.
| Item 8.01 | Other Events. |
On October 10, 2025, the Company issued a press release announcing the results of the above mentioned stockholder vote at the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description of Exhibit | |
| 99.1 | Press Release, dated October 10, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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: October 10, 2025 | By: | /s/ Heather Kidwell | ||||
| Name: | Heather Kidwell | |||||
| Title: | Senior Vice President, Chief Legal, Compliance and Human Resources Officer and Corporate Secretary | |||||