UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  x☒                             Filed by a Party other than the Registrant  ¨☐

Check the appropriate box:

Zoetis Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

NOTICE OF

ANNUAL MEETING

AND

PROXY STATEMENT

100 Campus DriveZoetis Inc. Florham Park,10 Sylvan Way Parsippany, NJ 0793207054

NOTICE OF 20162019 ANNUAL MEETING OF SHAREHOLDERS

MAY 12, 2016 AT 10:00 A.M.

HILTON SHORT HILLS

41 JOHN F. KENNEDY PARKWAY

SHORT HILLS, NEW JERSEY 07078

Dear Shareholders of Zoetis Inc.:

We are pleased to announce that Zoetis’ 2016 Annual Meeting of Shareholders (the “Annual Meeting”) will be held on Thursday, May 12, 2016, at 10:00 a.m. Eastern Time at the Hilton Short Hills, 41 John F. Kennedy Parkway, in Short Hills, New Jersey.

ITEMS OF BUSINESS

The items of business at the Annual Meeting are to consider and vote upon the following matters:

RECORD DATE

Only shareholders of record as of the close of business on the record date, March 18, 2016, are entitled to receive notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof.

MAILING

HOW TO VOTE We are mailing this proxy statement and the accompanying proxy card on or about April 1, 2016, in connection with the solicitation of proxies on behalf of our Board of Directors. PROXY VOTING ●  By mail                ●  By telephone                ●  By Internet We cordially invite all shareholders to attend the Annual Meeting in person. Whether or not you expect to attend the Annual Meeting, we urge you to submit your proxy card in the envelope provided to you, or to use the Internet or telephone method of voting described in your proxy card, so that your shares can be voted at the Annual Meeting in accordance with your instructions. For specific instructions on voting, please refer to the instructions on the proxy card or voting instruction form. If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor at the telephone numbers or address set forth below: Morrow & Co., LLC 470 West Avenue Stamford, CT 06902 Call Collect: (203) 658-9400 Call Toll-Free: (855) 289-3516 It is important that your shares be represented and voted at the Annual Meeting.

Shareholders of record on the Record Date are entitled to vote in the following ways:

Call 1 (800)652-8683 (toll free) in the   United States or Canada

Visit www.investorvote.com/zts

Return a properly completed, signed and dated proxy card

Attend the Annual Meeting of Shareholders in person and vote your shares

Sincerely yours,

Heidi C.C Chen

Executive Vice President,

General Counsel and Corporate Secretary

April 1, 20162, 2019

TABLE OF CONTENTS

PROXY SUMMARY

This summary highlights certain information in this proxy statement. As it is only a summary, please review the complete Zoetis Inc. Proxy Statement and 20152018 Annual Report before you vote.

2015 PERFORMANCE HIGHLIGHTS2019 ANNUAL MEETING

Over the course of 2015, the leadership of Zoetis drove strong operating performance by building on the commercial performance, innovative research and development and high quality supply chain that have been critical to our success. The company also initiated a full-scale review of our business (our ‘‘Business Review”) with the goals of (1) improving our operating margins, (2) reducing complexity that does not add value for our customers or our business, (3) optimizing resource allocation and efficiency, and (4) better positioning Zoetis competitively for long-term profitable growth.

Listed below are some highlights of our 2015 operating performance:

PROXY SUMMARY

EXECUTIVE COMPENSATION HIGHLIGHTS

In 2015, the Compensation Committee of the Board of Directors of Zoetis Inc. (the “Committee”) expanded from a group of four independent directors to five with the addition of Mr. Paul M. Bisaro. The compensation-related actions taken by the Committee in 2015 include:

PROXY SUMMARY

ANNUAL MEETING

2018 BUSINESS HIGHLIGHTS

In 2018, our leadership team once again drove strong operating performance based on the three interconnected capabilities that have been critical to our success since becoming a public company: direct customer relationships, innovative research and development, and high-quality manufacturing and supply. We continued to deliver on our value proposition, growing revenue faster than the market and growing our adjusted net income faster than revenue; targeting key investment opportunities for growth; and returning excess capital to our shareholders.

PROXY SUMMARY

MEETING AGENDA ITEMS

ITEM 1 — 

SUMMARY INFORMATION ABOUT OUR DIRECTOR NOMINEES AND CONTINUING DIRECTORS

Additional information about our directors can be found under “Information About Directors” on pages 5 to 11.

Juan  Ramón  Alaix

Paul M.  Bisaro

Frank A.  D’Amelio

Sanjay  Khosla

Michael B.  McCallister

Gregory  Norden

Louise M.  Parent

Willie M.  Reed

Linda  Rhodes

Robert W.  Scully

William C. Steere, Jr.

Experience, Skills, Expertise

Academia

✓

✓

Animal Health

✓

✓

✓

✓

✓

✓

✓

Consumer Products

✓

✓

✓

✓

Global Businesses

✓

✓

✓

✓

✓

✓

✓

✓

Life Sciences

✓

✓

✓

✓

✓

✓

✓

✓

Manufacturing & Supply

✓

Marketing & Sales

✓

✓

✓

✓

✓

Mergers & Acquisitions

✓

✓

✓

✓

✓

✓

✓

✓

✓

Other Public Company Board Member

✓

✓

✓

✓

✓

✓

✓

✓

✓

Public Company CEO

✓

✓

✓

✓

✓

Public Company CFO; or Finance and Accounting

✓

✓

✓

Public Company GC; Compliance, or Corporate Governance

✓

✓

Regulated Industries

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Research & Development

✓

✓

Demographic Background

Board Tenure

Full Years

6

3

6

5

6

6

5

5

1

5

6

Age (as of April 2, 2019)

Years Old

67

58

61

67

66

61

68

64

69

69

82

Gender

Male

M

M

M

M

M

M

M

M

M

Female

F

F

LGBTQ (optional reporting)

Identify as LGBTQ

Race* (optional reporting)

Black or African American

✓

American Indian or Alaska Native

Asian

✓

White

✓

✓

✓

✓

✓

✓

✓

✓

✓

Native Hawaiian or Other Pacific Islander

Other

Did not wish to identify

Ethnicity* (optional reporting)

Hispanic or Latino

✓

Not Hispanic or Latino

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Did not wish to identify

		Director Nominee				Continuing Director		* Based on U.S. Census Bureau designations

.

		ITEM 1 RECOMMENDATION: OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTEFOR THE ELECTION OF MR. ALAIX, MR. BISARO, MR. D’AMELIO AND MR. MCCALLISTER.

2		ZOETIS 2019 PROXY STATEMENT

PROXY SUMMARY

CORPORATE GOVERNANCE AT ZOETIS

Our Board of Directors currently consists of eleven directors divided into three classes. The directors hold office for staggered terms of three years and until their successors are elected and qualified, or until their earlier death, resignation or removal. One of the three classes is elected each year to succeed the directors whose terms are expiring. Our Board believes this structure is appropriate for the company as it allows for the continuity and stability of our Board and encourages a long-term strategic focus beneficial to the company and its stockholders.

The directors in Class III, whose terms expire at the 2019 Annual Meeting of Shareholders, are Juan Ramón Alaix, Paul M. Bisaro, Frank A. D’Amelio and Michael B. McCallister. Each of these directors has been nominated by the Board of Directors, upon the recommendation of its Corporate Governance Committee, to stand for election for a term expiring at the 2022 Annual Meeting of Shareholders.

The Corporate Governance Committee considers a number of factors and principles in determining the slate of director nominees for election to the company’s Board, as discussed in the section titled “Director Nominations” below. The Corporate Governance Committee and the Board have evaluated each of Mr. Alaix, Mr. Bisaro, Mr. D’Amelio and Mr. McCallister against the factors and principles Zoetis uses to select director nominees. Based on this evaluation, the Corporate Governance Committee and the Board have concluded that it is in the best interests of Zoetis and its shareholders for each of Mr. Alaix, Mr. Bisaro, Mr. D’Amelio and Mr. McCallister to continue to serve as a director of Zoetis.

Our Board has appointed Heidi C. Chen and Katherine H. Walden as proxies to vote your shares on your behalf. The proxies intend to vote for the election of Mr. Alaix, Mr. Bisaro, Mr. D’Amelio and Mr. McCallister unless you indicate otherwise on your proxy card, voting instruction form or when you vote by telephone or online. Each candidate has consented to being named in this proxy statement and serving as a director if elected. However, if any nominee is not able to serve, the Board can either designate a substitute nominee to serve in his or her place as a director or reduce the size of the Board. If the Board nominates another individual, the persons named as proxies may vote for such substitute nominee.

In order to be elected, a nominee must receive more votes cast “For” than “Against” his or her election. Abstentions and brokernon-votes will have no effect on the outcome of the vote. See “Corporate Governance Principles and Practices—Majority Voting Standard for Director Elections” for more information about our procedures if a nominee fails to receive a majority of the votes in an uncontested election.

Our Board of Directors recommends that you vote on your proxy card or voting instruction form “For” the election of each of the Board’s nominees for election – Juan Ramón Alaix, Paul M. Bisaro, Frank A. D’Amelio and Michael B. McCallister – to hold officeserve as directors of Zoetis until the 2019our 2022 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified, or until their earlier death, resignation or removal.

All directors attended at least 75% The Board believes that each of these four nominees has a strong track record of being a responsible steward of shareholders’ interests and of bringing extraordinarily valuable insight, perspective and expertise to the meetings ofBoard. In each individual’s biography set forth on pages 6 to 11, we highlight specific experience, qualifications and skills that led the Board and Board committees on which they served in 2015.

SUMMARY INFORMATION ABOUT OUR DIRECTOR NOMINEES AND CONTINUING DIRECTORS

Directors whose terms expire at the 2016 Annual Meeting and who are nominees for terms expiring at the 2019 Annual Meeting:

Board Committees

Name

Age

Director     Since

Occupation and Experience

Independent

Audit

Comp

Corp     Gov

Juan Ramón Alaix

64

2012

CEO, Zoetis Inc.

No

Paul M. Bisaro

55

2015

Executive Chairman, Allergan plc

Yes

Frank A. D’Amelio

58

2012

EVP, Business Operations, and Chief Financial Officer, Pfizer Inc.

No

Michael B. McCallister    (Board Chair)

63

2013

Former Chairman of the Board and CEO, Humana Inc.

Yes

Directors whose terms expire at the 2017 Annual Meeting:

Board Committees

Name

Age

Director     Since

Occupation and Experience

Independent

Audit

Comp

Corp     Gov

William F. Doyle*

53

2015

Member, Pershing Square Capital Management L.P.

Yes

Gregory Norden

58

2013

Managing Director, G9 Capital Group LLC

Yes

Louise M. Parent

65

2013

Former EVP and General Counsel, American Express Company

Yes

Robert W. Scully

66

2013

Former member of Office of Chairman, Morgan Stanley

Yes

Directors whose terms expire at the 2018 Annual Meeting:

Board Committees

Name

Age

Director     Since

Occupation and Experience

Independent

Audit

Comp

Corp     Gov

Sanjay Khosla

64

2013

Former EVP, Mondelēz International

Yes

Willie M. Reed

61

2014

Dean of the College of Veterinary Medicine, Purdue University

Yes

William C. Steere, Jr.

79

2013

Former Chairman and CEO, Pfizer Inc.

Yes

Chair         Memberto conclude that each individual should continue to serve as a director of Zoetis.

 

		ITEM 1 RECOMMENDATION: OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE ABOVE DIRECTOR NOMINEES.MR. ALAIX, MR. BISARO, MR. D’AMELIO AND MR. MCCALLISTER AS DIRECTORS.

*

Pursuant to a Letter Agreement between Zoetis Inc. and Pershing Square Capital Management L.P. (“Pershing Square”), Mr. Doyle’s term as a director of Zoetis will expire at the company’s 2016 Annual Meeting of Shareholders. The Letter Agreement provides that if Pershing Square desires to have Mr. Doyle remain on the Zoetis Board through the company’s 2017 Annual Meeting and delivers appropriate notice to the company to that effect, the Zoetis Board will appoint Mr. Doyle as a Class I director with a term expiring at the 2017 Annual Meeting. The foregoing description of the Letter Agreement is qualified in its entirety by reference to the full text of the Letter Agreement, which was previously filed as Exhibit 99.1 to Zoetis Inc.’s February 4, 2015 Current Report on Form 8-K.

 

4		ZOETIS 20162019 PROXY STATEMENT

PROXY SUMMARYCORPORATE GOVERNANCE AT ZOETIS

ITEM 2 — ADVISORY APPROVAL OF INFORMATION ABOUT DIRECTORS

OUR EXECUTIVE COMPENSATION (SAY ON PAY)DIRECTORS

You are being asked to approve, on an advisory basis, our executive officer compensation program as described in this proxy statement. We believe that our program incentivizesThe following table sets forth certain information regarding the director nominees and rewards our leadership for increasing shareholder value and aligns the interestsdirectors of our leadership with thosethe company whose terms will continue after the 2019 Annual Meeting of our shareholders on an annual and long-term basis.Shareholders.

CORPORATE GOVERNANCE AT ZOETIS

OUR DIRECTOR NOMINEES

ITEM 3 — RATIFICATION OF APPOINTMENT OF KPMG LLP AS OUR AUDITORS FOR 2016Chief Executive Officer of our companysince July 2012. From 2006 to 2012, Mr. Alaix served as President of Pfizer Animal Health, our predecessor company, and was responsible for its overall strategic direction and financial performance. Under his leadership, the company grew to become a $4.3 billion enterprise in 2012. Mr. Alaix has more than 35 years’ experience in finance and management, including 20 years in the human pharmaceutical industry. He joined Pfizer in 2003 and held various positions, including Regional President of Central/Southern Europe for Pfizer’s pharmaceutical business. Prior to that, Mr. Alaix held various positions with Pharmacia, including as Country President of Spain, from 1998 until Pharmacia’s acquisition by Pfizer in 2003. Earlier in his career he served in general management withRhône-Poulenc Rorer in Spain and Belgium. In 2013, Mr. Alaix completed atwo-year term as President of the International Federation for Animal Health (“IFAH”), now known as HealthforAnimals, and he continues to serve as a member of its board and executive committee. HealthforAnimals represents manufacturers of veterinary medicines, vaccines and other animal health products in both developed and emerging markets. In 2018, he was awarded the Deming Cup for Operational Excellence from the Columbia Business School for his achievements as CEO of Zoetis. A native of Spain, Mr. Alaix received a graduate degree in economics from the Universidad de Madrid. Mr. Alaix’ knowledge and leadership of our company, his business and management experience, and his experience in the animal health industry make him a valuable member of our Board.

You are being asked to ratify our Audit Committee’s appointment of KPMG LLP (“KPMG”) as our independent registered public accounting firm for 2016. KPMG was our auditor in 2015, 2014 and 2013.

The fees paid to KPMG are detailed on page 61.

One or more representatives of KPMG will be present at the Annual Meeting. They will be given the opportunity to make a statement if they desire to do so, and they will be available to respond to appropriate questions.

Executive Chairman of Amneal Pharmaceuticals Inc., a specialty pharmaceutical company,since May 2018. Amneal Pharmaceuticals was formed by the merger of Amneal Pharmaceuticals LLC and Impax Laboratories, Inc., where Mr. Bisaro formerly served as President and Chief Executive Officer from March 2017 to May 2018. Mr. Bisaro was the Executive Chairman of the board of directors of Allergan plc (formerly Actavis plc) from July 2014 to October 2016. Until June 2014, Mr. Bisaro served as Board Chairman, President and Chief Executive Officer of Actavis, a global pharmaceutical company (formerly Watson Pharmaceuticals). He was appointed President, Chief Executive Officer and a member of the board of Watson Pharmaceuticals in September 2007; and was later appointed Chairman of the board of Watson Pharmaceuticals in October 2013. Prior to joining Watson, Mr. Bisaro was President, Chief Operating Officer and a member of the board of Barr Pharmaceuticals, Inc., a global specialty pharmaceutical company, from 1999 to 2007. Between 1992 and 1999, Mr. Bisaro served as General Counsel of Barr, and from 1997 to 1999 served in various additional capacities including Senior Vice President – Strategic Business Development. Prior to joining Barr, Mr. Bisaro was associated with the law firm Winston & Strawn and a predecessor firm, Bishop, Cook, Purcell and Reynolds from 1989 to 1992. Mr. Bisaro currently serves on the Board of Visitors of The Catholic University of America’s Columbus School of Law. Mr. Bisaro previously served on the boards of Allergan plc from 2007 to 2018 and Zimmer Biomet Holdings, Inc., a world leader in musculoskeletal health solutions, from 2013 to 2017. Mr. Bisaro holds an undergraduate degree in General Studies from the University of Michigan and a Juris Doctor from The Catholic University of America in Washington, D.C. Mr. Bisaro’s business, management and leadership experience, his understanding of the pharmaceutical industry, and his public company board experience make him a valuable member of our Board.

CORPORATE GOVERNANCE AT ZOETIS

Chief Financial Officer and Executive Vice President, Global Supply and Business Operations of Pfizer, a global pharmaceutical company, since October 2018, where he serves as a member of Pfizer’s Senior Executive Leadership Team. Mr. D’Amelio previously served as Pfizer’s Executive Vice President, Business Operations and Chief Financial Officer from December 2010 to September 2018.He joined Pfizer in September 2007 and held various positions, including Senior Vice President and Chief Financial Officer. From November 2006 to August 2007, Mr. D’Amelio was the Senior Executive Vice President of Integration and Chief Administrative Officer at Alcatel-Lucent, S.A., a global telecommunications equipment company. Prior to the merger of Alcatel and Lucent Technologies in 2006, Mr. D’Amelio was the Chief Operating Officer of Lucent Technologies, with responsibility for leading business operations, including sales, the product groups, the services business, the supply chain, information technology operations, human resources and labor relations. In 2001, he was appointed Executive Vice President and Chief Financial Officer of Lucent and in 2004 was promoted to be Executive Vice President, Chief Administrative Officer and Chief Financial Officer and helped lead the company through one of the most challenging periods in the telecom industry’s history and returned the company to profitability. In this role, Mr. D’Amelio was responsible for management and oversight of all financial, accounting, real estate and labor relations operations and the operational aspects of the legal and human resources organizations. Mr. D’Amelio currently serves as a member of the board of Humana Inc., a health care company that offers a wide range of insurance products and health and welfare services. He also serves on the board of the Independent College Fund of New Jersey, and formerly served as a member of the National Advisory Board of JPMorgan Chase & Co. Mr. D’Amelio earned his MBA in Finance from St. John’s University and his bachelor’s degree in Accounting from St. Peter’s College. Mr. D’Amelio’s senior management experience and finance expertise, along with his public company board experience, make him a valuable member of our Board.

Former Chairman of the Board and CEO of Humana Inc. Humana is a health care company that offers a wide range of insurance products and health and welfare services. Mr. McCallister joined Humana in 1974, and was its Chief Executive Officer from February 2000 until his retirement in December 2012. During his tenure as CEO, Humana gained a reputation as one of the industry’s leading people-focused innovative companies, leveraging products, processes and technology to help individuals take control of their own health. He also served as Chairman of the Board of Humana from 2010 to 2013. Mr. McCallister served for many years on the board of the Business Roundtable and was Chairman of its Health and Retirement Task Force. He currently serves on the boards of AT&T and Fifth Third Bank. Mr. McCallister holds a bachelor’s degree in accounting from Louisiana Tech University and an MBA from Pepperdine University. Mr. McCallister’s senior management experience in the health care industry, along with his public company board experience, make him a valuable member of our Board.

CORPORATE GOVERNANCE AT ZOETIS

INFORMATION ABOUT THE ANNUAL MEETING AND VOTINGCONTINUING DIRECTORS

We are providing this proxy statement to you in connection with the solicitation of proxies by the Board of Directors of Zoetis Inc. (“we”, “us”, “our”, the “company” or “Zoetis”) for the 2016 Annual Meeting of Shareholders and for any adjournment or postponement thereof. We mailed our proxy materials on or about April 1, 2016, and filed our proxy materials with the SEC on April 1, 2016.

ANNUAL MEETING INFORMATION

We are holding our 2016 Annual Meeting of Shareholders at 10:00 a.m. Eastern Time on Thursday, May 12, 2016, at the Hilton Short Hills in Short Hills, New Jersey, and we invite you to attend in person.

We do not require tickets for admission to the meeting, but we do limit attendance to shareholders of record on the record date, March 18, 2016, or their proxy holders. Please bring proof of your common stock ownership, such as a current brokerage statement, and photo identification. If you hold shares through a bank, broker, or other nominee (also known as shares held in “street name”), you must obtain a valid legal proxy, executed in your favor, from the holder of record if you wish to vote those shares at the meeting.

For safety and security purposes, no cameras, camcorders, videotaping equipment, or other recording devices, and no large packages, banners, placards, signs, or weapons will be permitted in the meeting. Since seating may be limited, admission to the Annual Meeting will be on a first-come, first-served basis.

Only shareholders or their valid proxy holders may address the meeting.

We have arranged for a live audio webcast and a replay of our Annual Meeting to be accessible to the general public on the following website: http://investor.zoetis.com/events-presentations. (Information from this website is not incorporated by reference into this proxy statement.)

HOW TO VIEW PROXY MATERIALS ONLINE

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 12, 2016

Our proxy statement and 2015 Annual Report are available online at www.edocumentview.com/ZTS.

We are furnishing proxy materials to our shareholders primarily via “Notice and Access” delivery. On or about April 1, 2016, we mailed to our shareholders a notice of Internet availability of proxy materials. This notice contains instructions on how to access our proxy statement and 2015 Annual Report and vote online.

You will not receive a printed, paper copy of our proxy materials unless you request one. If you are a registered shareholder, you may request a paper copy of our proxy materials by calling 1 (866) 641-4276 or by sending an email, with your 15-digit control number in the subject line, to investorvote@computershare.com. If you are a “beneficial owner” of our shares (as defined below), you may request a paper copy of your proxy materials at www.proxyvote.com, or by calling 1 (800) 579-1639, or by sending an email, with your control number in the subject line, to sendmaterial@proxyvote.com.

INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

HOW TO VOTE

We encourage you to vote as soon as possible, even if you plan to attend the meeting in person. Your vote is important. You may vote shares that you owned as of the close of business on March 18, 2016, which is the record date for the meeting.

If you own shares registered directly in your name as the shareholder of record, you are a “record owner” and have the right to give your proxy directly to our vote tabulating agent. You may vote by proxy in the following ways:

Former Executive Vice President and President, Developing Markets of Mondelēz International from 2007 to 2013. Mr. Khosla brings more than 35 years of international business experience from his career with food, beverage and consumer product leaders such as Mondelēz, Kraft and Unilever, where he managed various business units, particularly in developing markets. As President, Kraft Foods, Developing Markets (now Mondelēz International) from 2007 to 2013, Mr. Khosla transformed the $5 billion business into a $16 billion business, while significantly improving profitability. He also has animal health experience from his three-year tenure from 2004 to 2007 as Managing Director of Fonterra Brands and Food Service, a multinational dairy cooperative based in New Zealand. Mr. Khosla formerly served on the board of Iconix Brand Group, Inc., a company that licenses and markets a portfolio of consumer brands, from 2016 to 2018. From 2008 until 2015, he served on the board of Best Buy, Inc., a specialty retailer of consumer electronics, personal computers, entertainment software and appliances, and from 2002 to 2017, he served on the board of NIIT, Ltd., a company involved in technology-related educational services. Mr. Khosla holds a bachelor’s degree in electrical engineering from the Indian Institute of Technology in New Delhi. Mr. Khosla also completed the Advance Management Program at Harvard Business School. Mr. Khosla is currently a senior fellow and adjunct professor at the Kellogg School of Management, Northwestern University and a Senior Advisor for the Boston Consulting Group. Mr. Khosla is also CEO of Bunnik LLC, a management consulting firm. Mr. Khosla’s international business and management experience, along with his public company board experience, make him a valuable member of our Board.

Former Chief Financial Officer of Wyeth. Prior to his role as Chief Financial Officer of Wyeth, Mr. Norden held various senior positions with Wyeth Pharmaceuticals and American Home Products. Prior to his affiliation with Wyeth, Mr. Norden served as Audit Manager at Arthur Andersen & Co. Mr. Norden currently serves on the boards of Entasis Therapeutics, a leader in the discovery and development of breakthrough anti-infective products; NanoString Technologies, a provider of life science tools for translational research and development of molecular diagnostic products; Royalty Pharma, a leader in the acquisition of revenue-producing intellectual property; and Univision, the leading media company serving Hispanic America. Mr. Norden is a former director of Welch Allyn, where he served until 2015; Lumara Health, where he served until 2014; and Human Genome Sciences, Inc., where he served until 2012. In addition, Mr. Norden is the Managing Director of G9 Capital Group LLC, which invests in early stage ventures and provides corporate finance advisory services. Mr. Norden’s background in finance and experience as a senior executive in the global healthcare and pharmaceutical industries, along with his public company board experience, make him a valuable member of our Board.

CORPORATE GOVERNANCE AT ZOETIS

For telephoneFormer Executive Vice President and Internet voting, you will needGeneral Counsel of American Express Company, a global services company that provides charge and credit card products and travel-related services, from 2003 to 2013. Since early 2014, Ms. Parent has served as Of Counsel at the 15-digit control number includedlaw firm of Cleary Gottlieb Steen & Hamilton LLP. Ms. Parent brings deep experience in corporate governance and board matters, and in compliance and risk management, gained during her tenure with American Express, where she worked extensively with the Audit, Compensation, and Nomination and Governance committees in her role as General Counsel. Ms. Parent also served on your notice orthe operating committee and global management team of American Express from 2003 through 2013, was a member of the board of American Express Centurion Bank through 2013 and served on your proxy card orthe Supervisory Board of Deutsche Bank AG from 2014 to 2018. Ms. Parent currently serves on the board of Fidelity National Information Services Inc., a global financial services technology company. Ms. Parent holds a bachelor’s degree from Smith College and a law degree from Georgetown University Law Center. Ms. Parent’s experience in the e-letter.corporate governance, compliance, risk management and global management makes her a valuable member of our Board.

If you own shares in street name or in a Zoetis benefit plan, the institution holding the shares is the record owner and you are a “beneficial owner” of those shares. You will receive voting instructions from your broker, bank, or plan trustee, and you may direct them how to vote on your behalf by complying with their voting instructions. Their instructions will include a control number for telephone and Internet voting, and applicable deadlines.

REVOCATION OF PROXIES

If you own shares registered directly in your name as the shareholder of record, you can revoke your proxy at any time before your shares are voted by:

If you hold your sharesDean of the College of Veterinary Medicine at Purdue University since 2007. Dr. Reed has more than 30 years of experience in street name, you must contact your broker, bank, or other nomineeanimal health and veterinary medicine, gained during his tenure at Purdue University and Michigan State University, and as a Diplomate of the American College of Veterinary Pathologists and Charter Diplomate of the American College of Poultry Veterinarians. Dr. Reed has served as President of the Association of American Veterinary Medical Colleges, President of the American Association of Veterinary Laboratory Diagnosticians, President of the American Association of Avian Pathologists and Chair of the American Veterinary Medical Association Council on Research. He has served on a number of committees for specific instructions on how to change or revoke your vote.

Only the latest validly executed proxy that you submit will be counted.

VOTING AT THE MEETING

If you areNational Institutes of Health and the United States Department of Agriculture. Dr. Reed has a shareholderDVM from Tuskegee University, and a Ph.D. in Veterinary Pathology from Purdue University. Dr. Reed’s expertise in veterinary medicines and vaccines and his thought leadership in the animal health community make him a valuable member of record and wish to vote your shares in person at the meeting, you should so notify our Corporate Secretary when you arrive at the meeting. If you hold shares in street name you must obtain a valid legal proxy, executed in your favor, from the holder of record if you wish to vote these shares at the meeting. You should contact your bank, broker, or other nominee to obtain a legal proxy.

INFORMATION ABOUT THE ANNUAL MEETING AND VOTINGCORPORATE GOVERNANCE AT ZOETIS

ITEMS TO BE VOTED ON AND BOARD RECOMMENDATION

The Board of Directors does not intend to bring any matter before the Annual Meeting other than those set forth above, and the Board is not aware of any matters that anyone else proposes to present for action at the meeting. However, if any other matters properly come before the meeting, your proxy gives authority to the designated proxies to vote on such matters in accordance with their best judgment.

QUORUM AND REQUIRED VOTE

We will have a quorum and will be able to conduct the business of the Annual Meeting if a majority of the outstanding shares of our common stock entitled to vote at the meeting are represented, either in person or by proxy. At the close of business on the record date, 496,603,783 shares of our common stock were outstanding and entitled to vote. Each share is entitled to one vote on each matter to be voted upon at the Annual Meeting. Abstentions and broker non-votes will be counted as present for the purpose of determining whether a quorum is present for the meeting.

The table below describes the vote requirements and the effect of abstentions and broker non-votes, as prescribed under our corporate governance documents and Delaware law, for the election of directors and the approval of the other Items on the agenda for the meeting.

Former Chief Scientific Officer and Chief Executive Officer of Aratana Therapeutics. Dr. Rhodes served as Chief Scientific Officer of Aratana Therapeutics from 2012 to 2016 and served as its Chief Executive Officer and Board member from 2011 to 2012. Dr. Rhodes has extensive experience as a research scientist, academic, veterinary practitioner and business leader, spanning nearly 30 years across the animal health industry. She is a founder of AlcheraBio, LLC, a veterinary contract research organization, and held various research positions with Merial, Merck and Company, and Sterling-Winthrop Drug Company. Dr. Rhodes also held several teaching positions and worked as a bovine veterinarian in private practice for many years. Dr. Rhodes served as a member of the Board of Directors of ImmuCell Corporation from 2005 until 2017. She is currently an adjunct faculty member of the Graduate Program in Endocrinology and Animal Biosciences at Rutgers University in New Brunswick, New Jersey. She serves on the Scientific Advisory Board of the Found Animals Foundation and on the Board of Directors of the Alliance for Contraception in Cats and Dogs. Dr. Rhodes earned her Ph.D. in Physiology from Cornell University and her VMD from the University of Pennsylvania. Dr. Rhodes’ experience as a research scientist, academic, veterinary practitioner, entrepreneur and business leader, her public company board experience and her knowledge of the animal health business make her a valuable member of our Board.

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●  Mergers and acquisitions expertise

EFFECT OF NOT CASTING YOUR VOTE

If we have received a proxy specifying your voting choice, your shares will be voted in accordance with that choice.

If you are a registered shareholder and you do not cast your vote, no votes will be cast on your behalf on anyFormer member of the ItemsOffice of the Chairman of Morgan Stanley. Mr. Scully has nearly 35 years of experience in the financial services industry. He served as a member of the Office of the Chairman of Morgan Stanley from 2007 until his retirement in January 2009, where he had previously beenCo-President of the firm, Chairman of global capital markets and Vice Chairman of investment banking. Prior to joining Morgan Stanley in 1996, he served as a Managing Director at Lehman Brothers and at Salomon Brothers Inc. He currently serves on the Annual Meeting. If you signboards of KKR & Co. Inc., a private equity and returnasset management firm; Chubb Limited, a proxy card without specific voting instructions, or if you vote by telephone or viaglobal property and casualty company; and UBS Group AG, a global financial services company. Previously, he served as a director of Bank of America Corporation, GMAC Financial Services and MSCI Inc., and as a Public Governor of FINRA, Inc., the Internet without indicating how you want to vote, your shares will be voted in accordanceFinancial Industry Regulatory Authority. Mr. Scully holds a bachelor’s degree from Princeton University and an MBA from Harvard Business School, where he previously served on its Board of Dean’s Advisors. Mr. Scully’s global management experience, financial acumen, M&A expertise and investor insights, along with the Board’s voting recommendations stated above.

If you hold your shares in street name, you will receivehis public company board experience, make him a voting instruction form that lets you instruct your bank, broker, or other nominee how to vote your shares. Under New York Stock Exchange (“NYSE”) rules, if you do not provide voting instructions to your broker, the broker is permitted to exercise discretionary voting authority only on “routine” matters. The only “routine” item on this year’s Annual Meeting agenda is Item 3 – Ratificationvaluable member of KPMG as Auditor for 2016. If you hold your shares in street name, and you wish to have your shares voted on all items in this proxy statement, you must complete and return your voting instruction form.If you do not return your voting instruction form, your shares will not be voted on any Items, except that your broker may vote in its discretion on Item 3.

INFORMATION ABOUT THE ANNUAL MEETING AND VOTINGCORPORATE GOVERNANCE AT ZOETIS

COST OF PROXY SOLICITATION

We will pay the cost

Chairman Emeritus of preparing, assembling, printing, mailing,Pfizer, a global biopharmaceutical company, since July 2001. Mr. Steere joined Pfizer in 1959 and distributing these proxy materials. We will also bear the cost of soliciting votes on behalfheld various positions, including Chief Executive Officer from 1991 until 2000, Chairman of the Boardboard of Directors. Zoetis will provide copiesdirectors from 1992 until 2001, and member of these proxy materials to banks, brokerage houses, fiduciaries,the board of directors until 2011. Mr. Steere also served on the boards of Dow Jones & Company, Inc. until 2007; MetLife, Inc. until 2010; and custodians holding in their names sharesHealth Management Associates, Inc. until 2014. Mr. Steere’s business and senior management experience, his public company board experience and his knowledge of the animal health business obtained through his service with Pfizer make him a valuable member of our common stock beneficially owned by others so that they may forward these proxy materials to the beneficial owners. Our directors, officers, or employees may solicit proxies or votes for us in person, or by mail, telephone, or electronic communication. They will not receive any additional compensation for these solicitation activities. We will enlist the help of banks, brokers, and other nominee holders in soliciting proxies for the Annual Meeting from their customers who are beneficial owners of our stock and will reimburse those firms for related out-of-pocket expenses. We have retained Morrow & Co., LLC, a professional proxy solicitation firm, to help us solicit proxies. Zoetis expects that it will pay Morrow & Co. its customary fees, estimated to be approximately $10,000 in the aggregate, plus reasonable out-of-pocket expenses incurred in the process of soliciting proxies. Zoetis has also agreed to indemnify Morrow & Co. against certain liabilities relating to or arising out of their engagement.

AVAILABILITY OF VOTING RESULTS

We expect to announce preliminary voting results at the Annual Meeting. We will disclose the final voting results in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission (“SEC”) following the Annual Meeting.

CORPORATE GOVERNANCE AT ZOETIS

INTRODUCTION

We were incorporated in July 2012 as a wholly-owned subsidiary of Pfizer. Through a series of transactions, in early 2013 Pfizer transferred to us substantially all of the assets and liabilities of its animal health business. On February 6, 2013, Pfizer completed an IPO of our Class A common stock. After the IPO, Pfizer owned all of our outstanding Class B common stock and no shares of our Class A common stock, giving Pfizer over 80% of the economic interest and the combined voting power in our outstanding common stock. As a result, we were a “controlled company” under the NYSE corporate governance rules, and as such we were exempt from some of the requirements of those rules.

In May 2013, Pfizer announced an exchange offer through which Pfizer shareholders could exchange a portion of their Pfizer common stock for Zoetis common stock owned by Pfizer. The exchange offer was completed on June 24, 2013, resulting in our full separation from Pfizer. In connection with the separation, all shares of our Class B common stock were converted to shares of our Class A common stock, and we currently have only a single class of common stock outstanding. Pfizer currently owns none of our stock. Under NYSE transition rules for companies that ceased to be “controlled companies,” our Board was not required to have a majority of independent directors and our Corporate Governance Committee was permitted to have a non-independent member until June 24, 2014, one year after our separation from Pfizer. Since June 24, 2014, the majority of our Board and all of our Committees have been comprised of independent directors.

KEY CORPORATE GOVERNANCE FEATURES

●   Processes in place to facilitate communication with shareholders and other stakeholders

CORPORATE GOVERNANCE AT ZOETIS

●   Ongoing communication between our Board (including the Board Chair and Committee Chairs) and management

CORPORATE GOVERNANCE AT ZOETIS

CORPORATE GOVERNANCE PRINCIPLES AND PRACTICES

DIRECTOR INDEPENDENCE

It is the policy of our company, and a requirement under NYSENew York Stock Exchange (“NYSE”) listing standards, that a majority of our Board consists of independent directors. To assist it in determining director independence, our Board has adopted categorical independence standards, referred to as our Director Qualification Standards, which meet and in some respects exceed, the independence requirements of the NYSE. Our Director Qualification Standards can be found on our website at www.zoetis.com underAbout Us — Us—Corporate Governance.Governance.

To be considered “independent” under our Director Qualification Standards, a director must be determined by our Board to have no material relationship with the company other than as a director. In addition, under our Director Qualification Standards, a director is not independent if the director is, or has been within the last three years, an employee of the company or an employee of a memberany subsidiary of the company’s consolidated group for financial reporting.

From January 1, 2015, through February 2, 2015,In 2018, our Board of Directors consisted of nineeleven directors, seventen of whom were determined by our Board to be independent under our Director Qualification Standards and twoone of whom werewas not independent under those standards. The independent directors during this period who continue to serve on our Board, were Paul M. Bisaro, Frank A. D’Amelio, Sanjay Khosla, Michael B. McCallister, Gregory Norden, Louise M. Parent, Willie M. Reed, Sanjay Khosla, Michael B. McCallister, Gregory Norden,Linda Rhodes, Robert W. Scully and William C. Steere, Jr. The onlynon-independent directors during this period, who continue to serve on our Board, were director in 2018 was Juan Ramón Alaix, and Frank A. D’Amelio. Mr. Alaixwho is not an independent director because he is employed as the company’s CEO, and Mr. D’Amelio is not an independent director because he is an executive officer of Pfizer, which was a member of Zoetis’ consolidated group for financial reporting within the last three years. Under our Director Qualification Standards, Mr. D’Amelio will not be eligible to be an independent director until the third anniversary of our complete separation from Pfizer, which will occur on June 24, 2016.

Messrs. William F. Doyle and Paul M. Bisaro were elected to our Board on February 3, 2015, and April 10, 2015, respectively. Prior to their respective elections, our Board determined that Messrs. Doyle and Bisaro are independent under our Director Qualification Standards.CEO.

On February 19, 2016,12, 2019, our Board completed its annual review of director independence and affirmatively determined that Ms. Parent, Dr. Reed, Dr. Rhodes, and Messrs. Bisaro, Doyle,D’Amelio, Khosla, McCallister, Norden, Scully and Steere are independent under NYSE listing standards and our Director Qualification Standards.

BOARD LEADERSHIP STRUCTURE

Our Corporate Governance Principles, which can be found on our website at www.zoetis.com underAbout Us — Us—Corporate Governance, provide the Board flexibility in determining its leadership structure. Currently, Juan Ramón Alaix serves as our CEO and Michael B. McCallister serves as ChairChairman of our Board. The Board believes that this leadership structure, which separates the CEO and the Board Chair roles, is optimal at this time because it allows

CORPORATE GOVERNANCE AT ZOETIS

Mr. Alaix to focus on operating and managing our company, while Mr. McCallister can focus on the leadership of the Board. The Board Chair presides over all meetings of our shareholders and of the Board as a whole, including its executive sessions, and performs such other duties as may be designated in ourBy-laws or by the Board. The Board will periodically evaluateevaluates our leadership structure and will determine whether continuing the separate roles of CEO and Board Chair is in the company’s best interest of the company and its shareholders based on circumstances existing at the time.

BOARD MEETINGS AND COMMITTEES

Director AttendanceDIRECTOR ATTENDANCE

During 2015,2018, our Board met 14eight times. Each of our directors attended at least 75% of the meetings of the Board and Board committees on which he or she served during 2015.2018.

All Board members are expected to attend our Annual Meeting unless an emergency prevents them from doing so. All of our directors attended our 2015 Annual Meeting.

CORPORATE GOVERNANCE AT ZOETIS

BOARD COMMITTEE MEMBERSHIP

Our Board has a standing Audit Committee, Compensation Committee, and Corporate Governance Committee, and Quality and Innovation Committee. The written charter of each of our standing committees is available on our website at www.zoetis.com underAbout Us — Us—Corporate Governance.Governance. Each committee has the authority to hire outside advisors at the company’s expense.

The following table lists All of the Chair and current members of each committee.

Committee

Name

Independent

Audit

Compensation

Governance

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Juan Ramón Alaix

no

Paul M. Bisaro

yes

Frank A. D’Amelio

no

William F. Doyle

yes

Sanjay Khosla

yes

Michael B. McCallister

yes

Gregory Norden

yes

Louise M. Parent

yes

William M. Reed

yes

Robert W. Scully

yes

William C. Steere, Jr.

yes

Number of Meetings in 2015

13

8

4

                      Chair              Member

Independence of Committee Members

All current members of our Audit Committee, Compensation Committee and Corporate Governance Committeecommittees are independent under NYSE listing standards and our Director Qualification Standards, and the members of our Audit Committee and Compensation Committee satisfy the additional NYSE and Exchange Act (in the case of the Audit Committee) independence requirements for members of audit and compensation committees.

The following table lists the Chair and current members of each committee and the number of meetings held in 2018.

 

12		ZOETIS 2016 PROXY STATEMENT

				Committee
Name		Independent		Audit		Compensation		Corporate   Governance		Quality and     Innovation
Juan Ramón Alaix		no
Paul M. Bisaro		yes
Frank A. D’Amelio		yes
Sanjay Khosla		yes
Michael B. McCallister		yes
Gregory Norden		yes
Louise M. Parent		yes
Willie M. Reed		yes
Linda Rhodes		yes
Robert W. Scully		yes
William C. Steere, Jr.		yes
Number of Meetings in 2018				7		6		5		4

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CORPORATE GOVERNANCE AT ZOETIS                     Chair              Member

Compensation Committee Interlocks and Insider ParticipationCOMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The current members of the Compensation Committee are Robert W. Scully (Chair), Paul M. Bisaro, Sanjay Khosla, Gregory Norden and Louise M. Parent. All of the current members are independent under NYSE listing standards.standards (including the additional standards applicable to members of compensation committees) and our Director Qualification Standards. None of the current members is a former or current officer or employee of Zoetis or any of its subsidiaries. None of the current members has any relationship that is required to be disclosed under this caption under the rules of the SEC. During 2015,2018, no executive officers of the company served on the compensation committee (or its equivalent) or board of directors of another entity whose executive officer served on the company’s Compensation Committee or Board.

Primary Responsibilities of Board Committees

14		ZOETIS 2019 PROXY STATEMENT

CORPORATE GOVERNANCE AT ZOETIS

Compensation Committee. As set forth in its written charter, the Compensation Committee is responsible for reviewing and approving our overall compensation philosophy and overseeing the administration of our compensation and benefit programs, policies and practices. It annually establishes the corporate goals and objectives relevant to the compensation of our CEO, and reviews the goals established by our CEO for our other executive officers, and evaluates their performance in light of these goals. The Compensation Committee recommends to the Board the compensation of our CEO and approves the compensation of our other executive officers. It also administers our incentive and equity-based compensation plans and oversees the management of risks relating to our compensation plans and arrangements. The Report of the Compensation Committee is included on page 38.

Corporate Governance Committee. As set forth in its written charter, the Corporate Governance Committee is responsible for matters of corporate governance and matters relating to the practices, policies and procedures of our Board of Directors. It identifies and recommends candidates for election to our Board and recommends the members and Chairs of Board committees. It advises on and recommends director compensation for approval by the Board, and recommends changes in our corporate governance documents. It also administers our policies and procedures regarding related persons transactions.PRIMARY RESPONSIBILITIES OF BOARD COMMITTEES

BOARD’S ROLE IN RISK OVERSIGHT

TheAs one of its primary responsibilities, the Board of Directors as a whole and through its committees oversees the company’s risk management. Members of senior management, regularly reportincluding our Enterprise Risk Management program. Management provides regular reports to the Board on the areas of material risk to the company. Thecompany, and the Board discusses with management the company’s major and emerging risks, including operational, technology, privacy, data and physical security, disaster recovery, legal and regulatory risks. In addition, the Board regularly reviews information regarding the company’s strategy, finances, operations, legal and regulatory developments, research and development, manufacturing quality and competitive environment, as well as the risks related thereto. to these areas.

The Audit Committee oversees the management of risks related to financial reporting and monitors the annual internal audit risk assessment, which identifies and prioritizes risks related to the company’s internal controls in order to develop internal audit plans for future fiscal years. The Compensation Committee oversees the management of risks relating to our compensation plans and arrangements. The Corporate Governance Committee oversees risks associated with potential conflicts of interest and oversees the management of risks associated with the independence of the Board.Board, as well as the effectiveness of our Corporate Governance Principles and the Board’s compliance with our Code of Business Conduct and Ethics. The Quality and Innovation Committee oversees risks related to manufacturing quality and environmental, health and safety matters, as well as risks associated with our strategy and investments in research and development and external innovation. Each committee of the Board provides periodic reports to the full Board regarding their areas of responsibility and oversight. We believe that our Board’s leadership and committee structures, allocation of responsibilities and board practices supportactive role in risk oversight supports our efforts to oversee and manage areas of material risk to the company.

CORPORATE GOVERNANCE AT ZOETIS