Veralto Corp filed SEC Form 8-K: Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$VLTO
Electrical Products
Industrials
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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ITEM 3.03. | MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS. | ||||
As disclosed in Veralto Corporation’s (the “Company”) definitive proxy statement filed with the U.S. Securities and Exchange Commission on March 28, 2025 (the “Proxy Statement”), the Company’s Board of Directors (the “Board”) approved amendments (the “Charter Amendments”) to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to (a) phase out the classification of the Board and instead provide for the annual election of directors commencing with the Company's 2026 annual meeting of shareholders, and (b) eliminate the supermajority voting requirements in the Certificate of Incorporation and Amended and Restated Bylaws (the “Bylaws”), subject in each case to shareholder approval at the Company’s 2025 annual meeting of shareholders held on May 14, 2025 (the “Annual Meeting”). At the Annual Meeting, shareholders considered and approved the Charter Amendments. On May 15, 2025, the Company filed with the Secretary of State of Delaware a Second Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”) that reflects the Charter Amendments, which was effective upon filing.
The Amended and Restated Certificate of Incorporation that reflects the approved Charter Amendments is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Contingent upon shareholder approval of the Charter Amendments at the Annual Meeting, the Board approved an amendment to the Bylaws to conform the Bylaws to the proposed Charter Amendments, as described above. Such amendment is reflected in the Second Amended and Restated Bylaws (the “Amended and Restated Bylaws”), a copy of which is filed with this Current Report on Form 8-K as Exhibit 3.2 and is incorporated herein by reference. The Amended and Restated Bylaws became effective contemporaneously with the filing of the Amended and Restated Articles of Incorporation.
ITEM 5.03. | AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR. | ||||
The information set forth under Item 3.03 above is incorporated by reference herein.
| ITEM 5.07. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. | ||||
At the Annual Meeting held on May 14, 2025, the Company’s shareholders voted on the following proposals:
1.To elect the four Class II directors named in the Proxy Statement to a three-year term expiring at the 2028 annual meeting of shareholders and until his or her successor is elected and qualified. Each nominee for Class II director was elected by a vote of the shareholders as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| Daniel L. Comas | 210,489,350 | 3,829,275 | 104,970 | 10,725,388 | ||||||||||
| Walter G. Lohr, Jr. | 196,686,863 | 16,369,267 | 1,367,465 | 10,725,388 | ||||||||||
| John T. Schwieters | 203,345,972 | 10,972,330 | 105,293 | 10,725,388 | ||||||||||
| Cindy L. Wallis-Lage | 202,150,217 | 12,075,045 | 198,333 | 10,725,388 | ||||||||||
2.To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025. The proposal was approved by a vote of shareholders as follows:
| For | 224,318,891 | ||||
| Against | 251,237 | ||||
| Abstain | 578,855 | ||||
3.To approve on an advisory basis the Company’s named executive officer compensation. The proposal was approved by a vote of shareholders as follows:
| For | 199,519,932 | ||||
| Against | 14,704,783 | ||||
| Abstain | 198,880 | ||||
| Broker Non-Votes | 10,725,388 | ||||
4A.To approve amendments to the Company’s Amended and Restated Certificate of Incorporation to phase out the classification of the Board. The proposal was approved by a vote of shareholders as follows:
For | 214,159,889 | ||||
Against | 114,429 | ||||
Abstain | 149,277 | ||||
| Broker Non-Votes | 10,725,388 | ||||
4B.To approve amendments to the Company’s Amended and Restated Certificate of Incorporation to eliminate the supermajority voting requirements. The proposal was approved by a vote of shareholders as follows:
For | 213,987,122 | ||||
Against | 326,323 | ||||
Abstain | 110,150 | ||||
| Broker Non-Votes | 10,725,388 | ||||
ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS. | ||||
(d) | Exhibits | ||||
Exhibit No. | Description | ||||
3.1 | |||||
3.2 | |||||
104 | Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibit 101) | ||||
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.
| VERALTO CORPORATION | ||||||||
Date: May 15, 2025 | By: | /s/ James A. Tanaka | ||||||
| Name: James A. Tanaka | ||||||||
| Title: Vice President, Securities & Governance and Secretary | ||||||||