UNITED STATES
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FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective June 4, 2024, the Board of Directors (the “Board”) of Vontier Corporation (the “Company”) approved an increase in the size of the Board from nine to ten members and appointed Mr. James Darrell Thomas to the Board as a Class II director. In accordance with the Company’s Amended and Restated Certificate of Incorporation, as a Class II director, Mr. Thomas’s term will expire on the date of the Company’s 2025 annual meeting of stockholders, or upon the director’s earlier death, resignation or removal.
As a non-employee director, Mr. Thomas will receive the same compensation paid to other non-employee directors, which is described under the caption “Director Compensation—Summary of Director Compensation” in the Company’s Proxy Statement for its 2024 annual meeting filed on April 15, 2024. Mr. Thomas has also entered into an indemnification agreement with the Company, the Form of which is disclosed as Exhibit 10.27 to the Company’s Registration Statement on Form 10, filed on September 21, 2020, which is incorporated by reference herein.
In connection with the appointment of Mr. Thomas, the Board determined that Mr. Thomas is independent within the meaning of the listing standards of the New York Stock Exchange.
There are no arrangements or understandings between Mr. Thomas and any other person pursuant to which he was selected as a director of the Company.
There are no transactions involving Mr. Thomas that would be required to be reported under Item 404(a) of Regulation S-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VONTIER CORPORATION | ||||||
| Date: May 9, 2024 | By: | /s/ Courtney Kamlet | ||||
| Name: Courtney Kamlet | ||||||
| Title: Vice President, Chief Governance and ESG Disclosure Officer | ||||||