AGM 2026

May 22, 2026

Good morning, ladies and gentlemen, and welcome to the webcast of the 2026 Annual Meeting of Shareholders of Zimmer Biomet Holdings, Inc. Please note that today's meeting is being recorded. However, participants are not permitted to use any recording device. I would now like to introduce Zimmer Biomet's Senior Vice President, Chief Legal and Corporate Affairs Officer, and Secretary, Chad Phipps, to begin the meeting. Please go ahead. Thank you. Good morning and welcome to Zimmer Biomet's 2026 Annual Meeting of Shareholders webcast. We'll begin with a brief business update presented by Ivan Tornos, our Chairman, President, and Chief Executive Officer. We'll then conduct the formal business portion of the meeting. Following that, we'll hold a question and answer session. Shareholders may submit questions electronically during the meeting via the web portal. Shareholders were also able to submit questions in advance of today's meeting via the proxy vote website. During this webcast, the company may make forward-looking statements. Forward-looking statements are based upon the current beliefs, expectations, and assumptions of management and are subject to significant risks and uncertainties that could cause actual outcomes and results to differ materially from the forward-looking statements. Please refer to our 2025 annual report on Form 10-K and our subsequent SEC filings for a description of some of these risks and uncertainties. We expressly disclaim any intention or obligation to update or revise any forward-looking statements. With that, I'll now turn the webcast over to Ivan Tornos to share a few opening remarks. Good morning, and thank you for joining us. I would like to start this meeting like I do every meeting, with gratitude. I'd like to first thank the more than 17,000 Zimmer Biomet team members who move our mission forward each and every single day. Thank you for your tireless work, your dedication to solving the most pressing challenges in healthcare, and thank you for your relentless commitments to serving our customers and their patients. Today, Zimmer Biomet is a totally different company than it was just a few years ago, and this is no doubt thanks to your efforts. I'd also like to thank all of you attending today's meeting, our shareholders. Thank you for your continued trust, support, and confidence in Zimmer Biomet and what we are building over the long term. As we progress through 2026, our strategic priorities remain clear, and they have not been changed. We're going to continue to prioritize, number 1, people and culture. Number 2, operational excellence. Thirdly, innovation and diversification. Starting with people and culture, we remain focused on placing the right people in the right roles. By prioritizing having a dedicated and specialized U.S. sales channel, as well as our new go-to-market strategies in certain other global markets, we're strengthening our ability to execute with consistency and discipline. This will drive increased productivity while enabling us to be more competitive in high-growth segments such as robotics, ASCs, ambulatory surgical centers, and the SET, S-E-T, product category. Our emphasis on people and culture is being recognized on a global scale. We've been named to Fortune's 2026 list of America's most innovative companies, as well as to Forbes' 2026 list of America's best companies. Very compelling, we also made it to the Ethisphere's list of the World's Most Ethical Companies for the second straight year, demonstrating our robust compliance program. Turning to our second priority, innovation and diversification, I'm very pleased with the advances in this area. Our innovation pipeline has doubled over the past few years, we are now moving the pipeline with urgency, unleashing a strong wave of new meaningful products that we believe have the potential to redefine the standard of care. That includes solutions such as the Oxford Partial Cementless Knee, iodine-coated devices, and Monogram, which we expect to launch at some point in 2027, becoming the first to market fully autonomous AI-driven orthopedic robotic system. Finally, on operational excellence, our disciplined approach to cost management supports earnings per share growth while allowing us to continue to invest for growth. Further, given our operating rigor, we expect to continue to grow free cash flow in the upper single-digit to double-digit range. Against that backdrop, we are prioritizing the return of capital to shareholders over M&A. I'm very proud of the turnaround efforts that this company has undertaken over several years to resolve meaningful operational, strategic, cultural, and innovation challenges. The planned completion of the U.S. commercial changes by the end of 2027 will coincide with the expected launch of Monogram, which will be supported by a dedicated robotics clinical sales team, which will be best in class. With a dedicated and specialized U.S. commercial channel and a successful Monogram launch, we will accelerate our efforts to responsibly diversify into higher growth markets, driving a higher WAMGR, weighted average market growth rate, and setting Zimmer Biomet for success for many years to come. In conclusion, while not fully satisfied, we are very proud of the progress we are making. As our company begins our 100th year of operations. We remain focused on responsibly positioning Zimmer Biomet for long-term success while continuing to be strong and committed partners to all of our stakeholders, patients, customers, employees, and investors. I now call the 2026 Annual Meeting of Shareholders to order. It is my intent to chair and conduct the meeting in the manner stated in the agenda and the rules of conduct. The polls are now open for voting. All members of Zimmer Biomet's board of directors are attending today's meeting through this webcast. Also attending are members of the company senior management team, a representative of PricewaterhouseCoopers, LLP, the company's independent registered public accounting firm, and a representative of Broadridge Financial Solutions, who will act as inspector of election for this meeting. Chad will now address some of the formalities of today's meeting. Thank you, Ivan. The agenda and the rules of conduct are posted with other meeting materials on the web portal. The procedures we're following are simple and are designed to ensure that we have a fair and orderly meeting. As noted, the polls are open. Most shareholders have already voted by proxy, and the proxy votes have been tallied. If you want to vote your shares now or change your vote, you may do so by clicking on the voting button on the web portal. The polls will remain open until the conclusion of the review of the matters to be voted on. This meeting is being held pursuant to proper notice. Approximately 194 million shares of the company's common stock were outstanding and eligible to vote as of March 25, 2026, the record date for this meeting. Proxies representing a majority of those shares have been received, and accordingly, a quorum is present, and the meeting should proceed. We'll now review the matters to be voted on. Proposal 1 is the election of 10 directors to serve until the 2027 Annual Meeting of Shareholders. The board has nominated 10 incumbent directors. Those individuals are Betsy J. Bernard, Michael J. Farrell, Robert A. Hagemann, Arthur J. Higgins, Maria Teresa Hilado, Syed Jafry, Sreelakshmi Kolli, Devdatt Kurdikar, Louis A. Shapiro, and Ivan Tornos. The company's bylaws require nominations made by shareholders to be received at least 90 days prior to the meeting. Since no other nominations were received, the nominations are closed. Proposal 2 is the ratification of the audit committee's appointment of PricewaterhouseCoopers, LLP as the company's independent registered public accounting firm for 2026. Proposal 3 is the annual say on pay vote. Shareholders are asked to approve through a non-binding advisory vote the compensation of the named executive officers as disclosed in the proxy statement. Finally, proposal 4 is a shareholder proposal submitted by John Chevedden, which asks that the board adopt a policy to have two separate people hold the office of Chairman and the office of CEO. Mr. Chevedden will now present the proposal. Please limit your remarks to 3 minutes. Operator, please open the line for Mr. Chevedden. Hello, this is John Chevedden. Proposal 4, independent board chairman. Shares request the board of directors adopt an enduring policy and amend the governing documents in order that 2 separate people hold the office of chairman and the office of the CEO as soon as possible. The chairman of the board shall be an independent director. A lead director shall not be a substitute for an independent board chairman. The board shall have the discretion to select an interim chairman of the board who is not an independent director to serve while the board is required to seek an independent chairman on an accelerated basis. An independent board chairman at all times improves corporate governance by bringing impartiality, objective oversight, and external expertise to board decisions, mitigating conflicts of interest, enhancing transparency, and boosting shareholder confidence. This detached perspective allows the chairman to focus on shareholder interests, strengthen management accountability, provide critical checks and balances, ultimately contributing to long-term sustainability and profitability. This may be a particularly good time to consider the merits of this proposal. Zimmer Biomet stock was at $180 in 2021 and has fallen to $85 now in spite of a robust stock market. An independent board chairman can help Zimmer deal more effectively with issues like these. Zimmer long-term annualized revenue growth and free cash flow margins have underperformed healthcare sector benchmarks, prompting downgrades from Goldman Sachs and Raymond James. Zimmer logged a decrease in net profit margins compounded by unusual one-off costs and expenses tied to acquisitions like Paragon 28 and Monogram Technologies. The Zimmer CFO suddenly resigned this April, triggering a drop in the stock price to a 13-year low. Please vote for an independent board chairman, proposal 4. The board of directors recommends voting against this proposal. As stated in our 2026 proxy statement, the board believes the proposal is not in the best interest of Zimmer Biomet and its stockholders. The board feels strongly that it is important to maintain the flexibility to choose whether to separate the board chair and chief executive officer roles, and the proposed policy would be detrimental to the company because it would remove that flexibility and narrow the governance arrangements that the board may consider. In summary, it is the board's recommendation that shareholders vote for proposals 1 through 3 and against proposal 4. This concludes the review of the matters to be voted on. We'll now pause briefly for anyone voting via the web portal to complete their vote. Now that everyone has had the opportunity to vote, the polls are officially closed. At this point, we'll report the preliminary results of the matters voted on today based on information provided by Broadridge Financial Solutions. Any votes that have not been considered in the preliminary report will be included in the final vote tallies reported in a current report on Form 8-K to be filed with the Securities and Exchange Commission within four business days. Based on preliminary vote totals, shareholders have elected the 10 director nominees to serve one-year terms until the 2027 Annual Meeting of Shareholders. Two, ratify the appointment of PricewaterhouseCoopers, LLP as the company's independent registered public accounting firm for 2026. 3, approved on an advisory basis the compensation of the named executive officers as disclosed in the proxy statement. 4, rejected the shareholder proposal. With that, I'll turn the meeting back over to Iván. Thank you, Chad. There being no other matters required to come before this annual meeting of shareholders, I declare the formal portion of the meeting to be adjourned. Let me now open it up to shareholder questions entered today via the web portal or submitted in advance via the proxy vote website. David DeMartino, our Senior Vice President of Investor Relations, will facilitate the Q&A and will tackle as many questions as we can. David, let me turn it over to you. Thanks, Ivan. Good morning, everyone. I will read from the questions that are germane to the meeting. If there are any questions we don't get to during the time allotted, we'll respond directly to the shareholder by posting answers to the Investor Relations section of our website, depending on the subject matter and relevance. On to the first question. The first question is, "Zimmer Biomet is a global company serving a diverse patient and customer base around the world. Does the Board consider its own diversity when evaluating Director candidates? Great question. The answer is yes. The board's Corporate Governance Committee, now led by Devdatt Kurdikar, considers a broad range of factors and attributes when evaluating director candidates. These factors include the board's current mix of experience, skills, qualifications of each and every candidate. We consider candidates' character, integrity, reputation, and approach to working constructively in a collegial environment. We look at the candidate's personal and professional background. We evaluate demographic factors, including gender, race, ethnicity, national origin, international work experience, disability status, age, to make sure that we are being as inclusive as we can of the culture that we want to represent. Other factors includes whether a candidate can meet the independent standards for directors and members of key committees under applicable stock exchange and SEC rules. Thanks again for the question. Next question, please. How does the creation of the Chief Science, Technology, and Medical Affairs Officer role strengthen Zimmer Biomet's innovation pipeline and commercialization execution? The creation of this role reflects our belief that winning in med tech requires more than strong product development alone. It requires a tighter connection between science, clinical insight, technology, and commercial execution. We expect that this role will help in ensuring that we're not only developing meaningful innovation, but also bringing it to market in the right way, at the right time, and with a clear understanding of customer needs. In practical terms, the role helps strengthen how we translate clinical and scientific insight into differentiated platforms, particularly in areas such as robotics, digital technologies, and procedure-enabling solutions. Dr. Jonathan Vigdorchik is now the right person for this role. We're counting on Dr. Vigdorchik to help us develop a stronger launch discipline, which is critical in markets where innovation must be matched by effective adoption and execution. We see this as an important step in building best-in-class innovation capabilities while improving the consistency of our commercialization performance. Next question, please. What are the key drivers of improvement in the U.S. business, and what operational challenges still need to be addressed to restore stronger growth? No doubt, the U.S. remains our largest and most important market, and improving performance there is central to our growth agenda. We have several positive developments already underway, including the addition of experienced commercial leaders, the recruitment of proven field talent, and the addition of capabilities in this critical channel. At the same time, there is far more work to do. The core challenge is productivity and execution in the field. We believe that our competitors' sales representatives do substantially more cases per week than those here at Zimmer Biomet, and this is something we need to change. It's a huge productivity opportunity for us. We also focus on improving specialization, strengthening sales effectiveness, and developing a higher performance commercial model. Next question, please. How does management view the growth potential of SET, and how should investors think about their future investment and portfolio expansion in that business? SET is one of the company's important growth platforms. The combination of attractive market dynamics, strong innovation, and favorable economics are all good reasons for continued investment. We do not see it as a peripheral business, but rather as a meaningful contributor to the company's growth profile. We also see SET as a platform where capital deployment can generate attractive returns and support diversification within the broader portfolio. There is room for continued expansion through innovation, commercial investment, and potentially further portfolio development over time. SET represents one of the areas where the company believes we can continue to scale profitably, and we expect very good things from this piece of the portfolio. Next question, please. Thanks, Iván. We'll address one final question. "What are your plans for capital allocation through 2026? Thanks for the question. As you may have seen, we recently announced that we have increased our share repurchase expectations for the full year to repurchase up to $1 billion of our stock. This represents a $250 million increase from our prior assumption, which we communicated during the Q1 earnings call. This, along with our quarterly dividends, will be our primary ways to return capital to shareholders and truly reflects the strength and consistency of our cash flow generation. For the remainder of the year, we expect to deploy capital for share repurchases rather than any significant M&A, which allow us to return meaningful value to our shareholders while continuing to invest in the growth of our business. Thanks for the questions. Thank you, Iván. This concludes today's Q&A session. Thank you for your continued support and interest in Zimmer Biomet. This concludes today's webcast. Thank you for your participation.