ZIMMER BIOMET HOLDINGS, INC.

Request that the Board adopt a lasting policy (and amend governing documents if needed) to separate the roles of Chair and CEO so the Chair is an independent director, with an interim non-independent Chair allowed while an independent Chair is identified. The proposal specifies that a Lead Independent Director is not a substitute for an independent Chair and suggests the policy could be phased in at the next CEO contract renewal or transition. The shareholder argues an independent Chair would provide impartial oversight, mitigate conflicts of interest, improve transparency and accountability, and better protect shareholder interests. The submission cites recent company challenges (product recalls, litigation, operational issues and a downward share price movement) as contextual reasons for adopting the proposed governance change.