Zoetis Inc. (ZTS)
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AGM 2025

May 21, 2025

Operator

Good morning, ladies and gentlemen, and welcome to Zoetis' 2025 Annual Shareholders Meeting. I would like to introduce you to Mr. Mike McCallister, Chair of the Board of Zoetis. Mr. McCallister, you may begin.

Mike McCallister
Chair of the Board, Zoetis

Good morning, and welcome to the 2025 Annual Zoetis Shareholders Meeting. I'm Mike McCallister, Chair of the Board, and I'd like to thank you for your interest in our company and welcome you to our virtual shareholders meeting. At this time, I'd like to introduce the other board members who are participating in today's meeting: Kristin Peck, who serves as our Chief Executive Officer; Paul Bisaro; Vanessa Broadhurst; Frank D'Amelio; Gavin Hattersley; Sanjay Khosla; Dr. Tony Leatherberry; Gregory Norden; Louise Parent; and Dr. Willie Reed. I'd also like to welcome Dr. Mark Stetter, who is up for election today to become a member of the Zoetis board. In addition, Roxanne Lagano, Executive Vice President, General Counsel, and Corporate Secretary, is also participating in today's board meeting. Also present online today are representatives from KPMG, our independent auditors, and Kathy Blackwell, a representative from Carl T.

Hagberg & Associates, who is serving as Inspector of Election. All will be available to answer appropriate questions during the Q&A session of the meeting. It is now 8:00 A.M., and in accordance with the notice of the meeting, I'd like to call the 2025 Annual Shareholders Meeting to order. I'll be serving as the Chair of the meeting, and Roxanne Lagano will serve as the Secretary of the meeting. Prior to the meeting, we provided each shareholder with copies of our annual report and our proxy statement either by mail or online. Copies of these documents and the rules of conduct and agenda for the meeting are available on the meeting website.

As a reminder, shareholders attending the virtual meeting will be able to vote their shares online while the polls are open by logging into the meeting website as a shareholder and clicking the voting button on the meeting website. If you have previously voted by proxy and do not wish to change your vote, your vote will be cast as you previously instructed, and no further action is required. Please note that if we experience technical difficulties during the meeting and are required to adjourn, we will promptly notify shareholders of the decision and relevant details via the meeting website. I'll now turn the meeting over to Roxanne to begin the formal matters to be discussed at this meeting.

Roxanne Lagano
EVP, Zoetis

Thank you, Mike. We are conducting this meeting in accordance with our bylaws and the meeting rules of conduct and procedures. The meeting rules and agenda are available on the meeting website. A list of shareholders on the record date has been made available for review at the company's corporate headquarters in Parsippany, New Jersey. We will begin by attending to the formal business of the meeting. After the formal meeting is adjourned, Kristin Peck, our Chief Executive Officer, will provide brief remarks. Following that, we will hold a question-and-answer session. Shareholders logged into the meeting website are able to submit questions by typing them into the text box on the meeting website through the end of the question-and-answer session. This meeting is being held pursuant to the notice of annual meeting sent to all shareholders of record as of the close of business on March 28, 2025.

We have received an affidavit of mailing from Broadridge Financial Solutions, our proxy mailing service provider, indicating that notice of the meeting has been duly given. A copy of our proxy statement is available on our company's investor relations website and the Securities and Exchange Commission's website at www.sec.gov. I declare that there is a quorum present. Accordingly, the meeting is duly constituted, and we may now proceed with the business of the meeting. The polls are now open for voting. We will close the polls after the proposals have been presented. There are four items of business to be voted on at this meeting. The first item of business is the election to the board of directors of the 11 director nominees whose terms expire at this annual meeting, as well as Dr.

Stetter's election to the board, in each case to hold office for a one-year term until the 2026 annual meeting of shareholders or until their respective successors are duly elected and qualified. The director nominees are Paul Bisaro, Vanessa Broadhurst, Frank D'Amelio, Gavin Hattersley, Sanjay Khosla, Dr. Tony Leatherberry, Mike McCallister, Gregory Norden, Louise Parent, Kristin Peck, Dr. Willie Reed, and Dr. Mark Stetter. As disclosed in the proxy statement, our board recommends a vote for the election of each of the director nominees. The second item of business is an advisory vote to approve the executive compensation of our named executive officers. As disclosed in the proxy statement, our board recommends a vote for the approval of the company's executive compensation. The third item of business is the ratification of the appointment of KPMG as our independent registered public accounting firm for 2025.

As disclosed in the proxy statement, our board recommends that you vote for the ratification of the appointment of KPMG. The fourth item of business is a shareholder proposal regarding a special shareholder meeting improvement, if properly presented at today's meeting. Mr. John Chevedden, or his designated representative, will present the proposal. Mr. Chevedden's proposal and supporting arguments are contained in the proxy statement and are deemed submitted. We understand Mr. Chevedden, or his designated representative, wishes to make a brief statement in support of his proposal. Operator, please open the line.

Operator

Your line is open. Please proceed.

John Chevedden
Shareholder Proponent, Zoetis

Proposal four, special shareholder meeting improvement sponsored by John Chevedden. Shareholders ask our board of directors to remove the current provision that considers the voice of certain Zoetis shareholders as non-shareholders. Currently, all shares not held for one continuous year are considered non-shareholders if they seek to call for a special shareholder meeting on an important matter. The current one-year exclusion for all shares held for less than one continuous year makes the current so-called shareholder right to call for a special shareholder meeting useless. There is no point to have a useless right on the books of Zoetis.

The reason to enable all shareholders to call for a special shareholder meeting is to allow one shareholder or a group of shareholders to quickly acquire Zoetis shares to equal the challenging 25% share ownership requirement from all shares outstanding to call for a special shareholder meeting when there is an urgent matter to consider in order to incentivize a turnaround of Zoetis. This is becoming more important given the long-term lackluster Zoetis stock price. Zoetis stock was at $249 in 2021 at only $163 now during a relatively robust stock market. The best strategies for turning around a company do not necessarily come from a company's existing shareholders.

If Zoetis continues to have lackluster performance, Zoetis shareholders and potential Zoetis shareholders will not even consider acquiring more shares in order to call for a special shareholder meeting if they have to sit on their shares for one year to call for a special shareholder meeting. A one-year holding period makes no sense. An emergency or a continued worse than lackluster stock price demands a quick response. There is no concern that enabling all shareholders to participate in calling for a special meeting makes it too easy. It is almost unheard of for any special shareholder meeting called by the shareholders to ever occur at any company, although a large number of companies enable all shareholders to participate in calling for a special shareholder meeting.

The reason to have this right in place is that companies are more likely to engage productively with their shareholders when shareholders have a more reasonable ability to call for a special shareholder meeting if shareholder engagement fails. Please vote yes for a special shareholder meeting improvement proposal four.

Roxanne Lagano
EVP, Zoetis

Thank you. For the reasons stated in the proxy statement, our board has considered this proposal and recommends a vote against the proposal. Mike?

Mike McCallister
Chair of the Board, Zoetis

This concludes the presentation of the items of business that you've been asked to vote on at today's meeting. The polls are now closed. Roxanne?

Roxanne Lagano
EVP, Zoetis

All votes are subject to final count certified by the Inspector of Elections. We will report the final vote results on Form 8-K filed with the SEC within four business days from today's meeting. Mike?

Mike McCallister
Chair of the Board, Zoetis

Thanks, Roxanne. There being no further business to come before the meeting, the business portion of the 2025 Annual Meeting of Shareholders of Zoetis is now adjourned. Zoetis CEO Kristin Peck will now provide brief remarks followed by a question-and-answer session. As a reminder, Kristin's remarks and answers provided during the question-and-answer session may contain forward-looking statements. Forward-looking statements are based on our current expectations, and actual results may differ materially due to risks and uncertainties as described in Zoetis' SEC filings, including its 10-K and 10-Qs. With that, let me turn the meeting over to Kristin.

Kristin Peck
CEO, Zoetis

Thank you, Mike, and good morning, everyone. It's a pleasure joining you all today for our annual meeting of shareholders. In 2024, our colleagues were the driving force behind one of the most successful years in Zoetis' history. Their purpose, resilience, and passion helped solidify our leadership in animal health, delivering 11% operational revenue growth and once again outpacing the broader industry. Adjusted net income grew 15% operationally, underscoring our strong commitment to creating long-term shareholder value. In a year when we were growing, strengthening, and launching products, we saw broad-based growth across regions, species, and franchises, a testament to our long-term strategy and value proposition and the enduring demand for our trusted products. We saw especially strong momentum across our innovative companion animal portfolio, which grew 14% operationally, with each of our key franchises delivering double-digit growth.

Our omnichannel strategy, meeting customers where they are, whether in the clinic, through retail, or via home delivery, continues to be a key differentiator. It not only supports sustained growth in our market-leading franchises but also helps expand the overall market. Let me share a few examples. In our Simparica franchise, we continue to grow share driven by strong veterinary preference for triple combinations. Expanding access through retail and home delivery channels is also making it easier for pet owners to stay compliant, a clear example of our strategy in action. In our OA pain Franchise, Librela and Solensia are revolutionizing care. These injectable therapies are strengthening the critical role of the veterinarian, reinforcing the clinic as a trusted channel, and positioning us for long-term growth as awareness and access continue to increase.

In our key Dermatology Franchise, our portfolio of three differentiated brands has helped more than 25 million dogs to date, offering tailored solutions to meet a wide range of needs. With the market projected to reach $2.5 billion by 2028, we're continuing to grow this franchise by reaching pet owners through multiple touchpoints, from the clinic to home delivery, making it easier than ever to get pets the care they need. Beyond franchise momentum, we continue to scale our innovation engine with more than 100 geographic expansions and nearly 20 life cycle enhancements, reinforcing the breadth and durability of our model. That innovation engine is not only delivering results today. It's also laying the foundation for tomorrow. In 2024, we continued integrating advanced technologies like generative AI into our R&D processes, from accelerating discovery to optimizing development timelines.

These tools are already helping us bring new solutions to market faster and with greater precision while positioning us to address critical unmet needs, including entirely new categories of care like renal, oncology, and cardiology. With the strength of our current portfolio, the momentum of imminent launches, and a robust pipeline, including at least one major approval every year for the next several years, we see a long runway of opportunity ahead. As one example, since reporting our full-year results in February, we received conditional licensure from the USDA for our Avian Influenza V accine for chickens, ensuring we are ready to support customers and regulators in whatever path they pursue to address this evolving threat.

In line with our focus on high-growth opportunities, we also completed the strategic divestiture of the medicated feed additive product portfolio, certain water-soluble products, and related assets, while still growing our livestock portfolio 5% operationally, above the historic industry average. 2024 was an outstanding year, driven by our people, strategy, and relentless focus on execution. As we look to 2025, we do so with momentum and a deep sense of responsibility. We remain vigilant, responsive, and agile, and we remain confident, confident in the strength of our portfolio, confident in our ability to adapt, and confident in the dedication of our teams around the world. One thing remains certain: we will continue to live our purpose every day and deliver meaningful outcomes for animals and the people who care for them because we believe that healthier animals create healthier futures for all.

Anchored in our beliefs and driven by science and innovation, we are approaching this next chapter with clear priorities and a focus on the tenets of our value proposition that underpin long-term shareholder value. Zoetis will continue leading this industry forward, setting the standard of care, advancing innovation, and shaping a healthier future for all. Thank you for your continued confidence as we work together to shape the future of animal care. Now, I will hand things back to Mike and look forward to addressing any of your questions.

Mike McCallister
Chair of the Board, Zoetis

Thank you, Kristin. I'd like to now open the meeting to any questions.

We do have one question on the line. The question is, the calculation of the CEO Compensation Actually Paid total in the Pay Versus Performance table for the past several years can dramatically differ from the CEO Total Compensation Amount in the Summary Compensation Table. How does the Compensation Committee use the Compensation Actually Paid total compensation figures in its calculation of the CEO target total compensation award for the upcoming year?

Kristin Peck
CEO, Zoetis

Thank you for the question. In determining CEO compensation, the board considers a number of relevant factors, including competitive practice and, importantly, performance. The compensation actually paid in our proxy highlights how our CEO's compensation reflects company performance. As noted in our proxy, 92% of our CEO's compensation is based on performance incentives, both short-term and long-term.

Mike McCallister
Chair of the Board, Zoetis

As there are no further questions, we'll conclude the 2025 Zoetis Annual Shareholders Meeting. Thank you for your time today. We extend our appreciation to our shareholders, as well as our directors and our team members at Zoetis. We look forward to addressing the opportunities ahead of us. Thank you for your support.

Operator

You may now disconnect. Have a great day.

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