Zimmer Holdings Announces Support for Elimination of
Super-Majority
Voting Requirements
(WARSAW, IND) November 21, 2007 — Zimmer Holdings, Inc. (NYSE and SWX:ZMH), a leader in the orthopaedics industry, announced today that, at the next annual meeting of stockholders, its Board of Directors will recommend a series of related amendments to the Company’s charter to eliminate provisions requiring an 80% (“super-majority”) vote.
Under the Company’s charter, a super-majority vote is currently required to amend certain provisions relating to stockholder action and Board of Director matters. Previously, the Company’s charter also required a super-majority vote to remove a director from office, but this provision was amended earlier this year. If the proposal is approved by more than 80% of the Company’s outstanding shares, then the required vote will be changed from a super-majority vote to the affirmative vote of the holders of at least a majority of the Company’s outstanding shares.
David Dvorak, Zimmer Holdings President and Chief Executive Officer, commented, “The Board is committed to ensuring the Company’s effective corporate governance. At our last annual meeting, a stockholder proposal to adopt “simple majority” voting received support from our stockholders. This proposal, and our recent adoption of majority voting in director elections and the annual election of all directors, demonstrate the Board’s and the Company’s continued efforts to adhere to the best practices in corporate governance and to provide our stockholders with a voice in our governance.”
Additional information regarding the Company’s corporate governance is available at http://investor.zimmer.com/governance.cfm.
