Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 20, 2020, Zoetis Inc. (the "Company") held its virtual Annual Meeting of Shareholders online via webcast (the "Annual Meeting"). At the Annual Meeting, the Company's shareholders voted on four proposals, each of which is described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 6, 2020 (the "Proxy Statement"). There were 405,156,429 shares of common stock present at the Annual Meeting in person or by proxy, which represented 85.3% of the voting power of the shares of common stock entitled to vote at the Annual Meeting, and which constituted a quorum for the transaction of business. Holders of the Company's common stock were entitled to one vote for each share held as of the close of business on March 26, 2020 (the "Record Date").

The shareholders of the Company voted on the following proposals at the Annual Meeting:

1. To elect four directors, all of whom are currently serving on the Company's Board of Directors, each to serve until the 2023 Annual Meeting of Shareholders or until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal.

2. A non-binding advisory vote on the compensation program for the Company's named executive officers as disclosed in the Proxy Statement.

3. A non-binding advisory vote on the frequency of future advisory votes on the compensation program for the Company's named executive officers.

4. To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020.

The voting results for each of these proposals are detailed below.



1. Election of Directors
Nominee              Votes For     Votes Against    Abstentions     Broker Non-Votes
Gregory Norden       379,562,805         3,349,774        265,979           21,977,871
Louise M. Parent     379,686,534         3,241,707        250,317           21,977,871
Kristin C. Peck      382,230,007           699,021        249,530           21,977,871
Robert W. Scully     377,217,554         5,701,077        259,927           21,977,871

Each of the four nominees for director was elected to serve until the 2023 Annual Meeting of Shareholders or until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal.

2. Advisory Vote on Executive Compensation


  Votes For     Votes Against    Abstentions     Broker Non-Votes
  358,888,995        23,921,304        368,259           21,977,871

The shareholders approved, on a non-binding advisory basis, the compensation program for the Company's named executive officers as disclosed in the Proxy Statement.

3. Advisory Vote on Frequency of Advisory Votes on Executive Compensation


  One Year     Two Years   Three Years    Abstentions     Broker Non-Votes
  379,130,830     263,362      3,383,412        400,954           21,977,871

The shareholders approved, on a non-binding advisory basis, to hold a non-binding advisory vote on the compensation program for the Company's named executive officers every year.

Consistent with the preferences expressed by the Company's shareholders at the Annual Meeting and the recommendation of the Company's Board of Directors, the Company will continue to hold a non-binding advisory vote on the compensation program for the Company's named executive officers every year.

--------------------------------------------------------------------------------

4. Ratification of Appointment of Independent Registered Public Accounting Firm


  Votes For     Votes Against    Abstentions     Broker Non-Votes
  401,131,821         3,776,618        247,990          -

The shareholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses