Zoetis Inc.

Original form: DEF 14A
Filed on: 2026-04-08
Meeting date: 2026-05-20

Shareholder Proposals

Item 5
G
Permit shareholders to act by written consent to enable corporate actions without convening a shareholder meeting.

This proposal asks the Board to amend governance documents to allow shareholders to take corporate action by written consent, provided the consenting shareholders represent at least the minimum number of votes that would be required to approve the same action at a meeting where all shareholders were present and voting. The proponent requests that no additional ownership-duration or holding-method restrictions be imposed and that record date and solicitation requirements be minimized to the extent legally permitted. The supporting statement argues that written-consent authority complements the special-meeting right and would provide shareholders an additional, timelier mechanism to raise and decide on matters when management performance or company issues (the proponent cites 2025 operational and product concerns) warrant action. The proposal emphasizes that written consent could enhance shareholder leverage to engage with the Board and hold directors accountable between annual meetings.