VLTO · Veralto
28 filings
VLTO 8-K Current Reports
Veralto - 28 current reports
VLTO filed 3 annual reports (10-K), 10 quarterly reports (10-Q) and 28 current reports (8-K) between 2023 and 2026.
- 8-K · Sep 12, 2023
- 8-K · Sep 19, 2023
- 8-K · Oct 2, 2023
- 8-K · Oct 12, 2023
- 8-K · Oct 25, 2023
- 10-Q · Oct 26, 2023
- 8-K · Nov 3, 2023
- 8-K · Dec 15, 2023
- 8-K · Dec 20, 2023
- 8-K · Feb 6, 2024
- 10-K · Feb 28, 2024
- 10-Q · Apr 24, 2024
- 8-K · Apr 24, 2024
- 8-K · May 21, 2024
- 8-K · Jul 16, 2024
- 8-K · Jul 25, 2024
- 10-Q · Jul 26, 2024
- 8-K · Oct 23, 2024
- 10-Q · Oct 24, 2024
- 8-K · Feb 4, 2025
- 10-K · Feb 25, 2025
- 8-K · Apr 29, 2025
- 10-Q · Apr 30, 2025
- 8-K · May 15, 2025
- 10-Q · Jul 28, 2025
- 8-K · Jul 28, 2025
- 8-K · Aug 7, 2025
- 8-K · Oct 28, 2025
- 10-Q · Oct 29, 2025
- 8-K · Nov 3, 2025
- 8-K · Nov 25, 2025
- 8-K · Feb 3, 2026
- 10-K · Feb 20, 2026
- 8-K · Apr 28, 2026
- 10-Q · Apr 29, 2026
- 8-K · May 14, 2026
- 8-K · Jun 1, 2026
- 8-K · Jul 28, 2026
- 10-Q · Jul 29, 2026
- 8-K · Oct 29, 2026
- 10-Q · Oct 30, 2026
Veralto 8-K Report, Financial Results (Oct 29, 2026)
Veralto Corporation (NYSE: VLTO) reported results for the third quarter ended October 2, 2026, in a press release furnished as Exhibit 99.1 to this Form 8-K under Item 2.02. Sales rose 7.5% year-over-year to $1,509 million, with non-GAAP core sales growth of 5.1%. Operating profit margin was 19.7% on a GAAP basis and 25.6% on a non-GAAP adjusted basis. Net earnings were $253 million, or $1.03 per diluted share, while non-GAAP adjusted net earnings were $290 million, or $1.18 per diluted share. Operating cash flow was $323 million and non-GAAP free cash flow was $304 million. Year to date, the company deployed $1.1 billion on four strategic acquisitions (In-Situ, GlobalVision, Alfaa UV and Cleanwater1, which closed October 5, 2026) and repurchased $550 million of shares, or 2.4% of outstanding shares. Management raised its full-year 2026 guidance: non-GAAP core sales growth is now 4.2% to 4.5%, adjusted operating margin is expected to expand about 50 basis points, and adjusted diluted EPS is now $4.49 to $4.52, up from $4.35 to $4.43. Free cash flow conversion guidance was raised to greater than 105% of GAAP net earnings. For the fourth quarter, management expects core sales growth of 5.5% to 6.5% and adjusted diluted EPS of $1.13 to $1.16. The quarter's GAAP results included a $39 million reduction of tax indemnification tied to a settled tax audit for pre-separation periods, along with $22 million of restructuring costs related to the 2026 Cost Optimization Program. Management attributed the core sales growth to Water Quality, which grew 6.4% in core sales, while Product Quality and Innovation grew 3.2%.
Veralto 8-K Report, Financial Results (Jul 28, 2026)
Veralto Corporation (NYSE: VLTO) reported second quarter 2026 results for the quarter ended July 3, 2026, per Exhibit 99.1 press release furnished under Item 2.02. Sales increased 7.6% year-over-year to $1,474 million, with non-GAAP core sales growth of 4.2%, led by Water Quality at 5.7% core growth and Product Quality and Innovation (PQI) at 2.0%. GAAP net earnings were $241 million, or $0.98 per diluted share, versus $222 million, or $0.89 per diluted share, a year earlier. Non-GAAP adjusted net earnings were $274 million, or $1.11 per diluted share, and results include benefits of approximately $0.05 per share from recoveries of tariffs previously collected under the International Emergency Economic Powers Act (IEEPA). Operating cash flow was $340 million and non-GAAP free cash flow was $328 million, compared with $339 million and $323 million in the prior-year quarter. GAAP operating profit margin was 21.4%, and adjusted operating profit margin was 24.6%. Management cited bolt-on acquisitions, including In-Situ, GlobalVision and Alfaa UV, along with opportunistic share repurchases. For guidance, Veralto raised full-year 2026 non-GAAP core sales growth to 4.0% to 4.5% (from 3.0% to 4.5%) and raised adjusted diluted EPS guidance to $4.35 to $4.43 (from $4.20 to $4.28). For the third quarter, it expects core sales growth of 4.0% to 5.0% and adjusted diluted EPS of $1.06 to $1.09. Management expects second-half total core sales growth to accelerate to approximately 5% to 6%.
Veralto 8-K Report, Material Agreement (Jun 1, 2026)
Veralto Corporation (VLTO) issued $725,000,000 aggregate principal amount of 4.850% Senior Notes due 2032 on June 1, 2026, in an underwritten offering registered under its Form S-3ASR filed October 24, 2024. The notes mature January 15, 2032, with semi-annual interest payable January 15 and July 15, beginning January 15, 2027. The Company received net proceeds of approximately $718.8 million after the underwriting discount and estimated offering expenses, and intends to use them for general corporate purposes, which may include refinancing outstanding indebtedness, working capital, capital expenditures and other obligations. The notes are general unsecured, unsubordinated obligations that rank equally with the Company's existing and future unsecured senior debt. They are effectively subordinated to secured debt to the extent of the collateral value and structurally subordinated to all liabilities of the Company's subsidiaries. The indenture, with Deutsche Bank Trust Company Americas as trustee, restricts secured debt liens, sale and leaseback transactions, and certain consolidations, mergers or asset transfers. Investors should note the redemption terms: before December 15, 2031, the Company may redeem the notes at the greater of par or a make-whole price based on the Treasury Rate plus 15 basis points, and on or after that date at 100% of principal plus accrued interest. Holders may require repurchase at 101% of principal plus accrued interest upon a change of control triggering event. The offering was underwritten by BofA Securities, Citigroup Global Markets and J.P. Morgan Securities under an underwriting agreement dated May 27, 2026.
Veralto 8-K Report, Shareholder Vote Results (May 14, 2026)
Veralto Corporation (VLTO) held its 2026 annual meeting of shareholders on May 13, 2026, and filed this Current Report on Form 8-K under Item 5.07 to disclose the results of the shareholder votes. Shareholders elected four Class III directors, Jennifer L. Honeycutt, Linda Filler, Heath A. Mitts, and Thomas L. Williams, each to a one-year term expiring at the 2027 annual meeting. Honeycutt received the most votes in favor, at 213,266,768, while the other three nominees each received roughly 208 million votes in favor. Shareholders also ratified Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026, with 221,833,179 votes for, 1,608,856 against, and 750,335 abstaining. In a non-binding advisory vote, shareholders approved the named executive officer compensation, with 198,758,419 votes for, 15,819,308 against, and 292,194 abstaining, and 9,322,449 broker non-votes. The filing's only exhibit is a cover page interactive data file formatted as inline XBRL.
Veralto 8-K Report, Financial Results (Apr 28, 2026)
Veralto Corporation (NYSE: VLTO) reported first quarter 2026 results for the quarter ended April 3, 2026, as furnished in Exhibit 99.1 under Item 2.02. Sales increased 6.7% year-over-year to $1,422 million, with non-GAAP core sales growth of 1.9%. GAAP net earnings were $254 million, or $1.02 per diluted share, compared with $225 million, or $0.90 per diluted share, in the prior-year period. Non-GAAP adjusted net earnings were $266 million, or $1.07 per diluted share, and operating cash flow was $182 million, with non-GAAP free cash flow of $170 million. The company deployed roughly $1 billion year-to-date on strategic acquisitions and share repurchases, including completed acquisitions of In-Situ and GlobalVision for about $620 million and $300 million of repurchases. Veralto also initiated a cost optimization program, expecting a charge of $85 to $105 million and annual savings of $65 to $75 million by 2028. Management raised full-year 2026 adjusted diluted EPS guidance to $4.20 to $4.28 from $4.10 to $4.20, and expects non-GAAP core sales growth of 3.0% to 4.5% for the year and second-quarter core sales growth of 3.0% to 4.0%. For the second quarter, guidance calls for adjusted diluted EPS of $0.96 to $1.00 and an adjusted operating profit margin of approximately 23.5%. Management stated that it expects core sales growth to accelerate as the year progresses and that the balance sheet provides flexibility for further acquisitions and share repurchases.
Veralto 8-K Report, Financial Results (Feb 3, 2026)
Veralto Corporation (NYSE: VLTO) reported fourth quarter 2025 sales of $1,396 million, up 3.8% year-over-year, with non-GAAP core sales growth of 1.6%. GAAP net earnings were $254 million, or $1.01 per diluted share, and non-GAAP adjusted net earnings were $261 million, or $1.04 per diluted share. For the full year 2025, sales rose 6.0% to $5,503 million with non-GAAP core sales growth of 4.7%, GAAP net earnings of $940 million ($3.76 per diluted share), and adjusted net earnings of $977 million ($3.90 per diluted share). Operating cash flow was $1,077 million and non-GAAP free cash flow was $1,014 million for the year. Management highlighted the completed acquisition of In-Situ in late January 2026, which expands its water analytics portfolio into environmental water and hydrology markets. During the fourth quarter, the company established a $750 million share repurchase program and announced an 18% increase in its dividend. Cash and cash equivalents rose to $2,031 million at year-end 2025 from $1,101 million a year earlier, while long-term debt declined to $1,973 million from $2,599 million, with current portion of long-term debt at $700 million. For 2026, the company guided to first-quarter non-GAAP core sales growth of flat to low-single digits, an adjusted operating profit margin of approximately 24.5%, and adjusted diluted EPS of $0.97 to $1.01. For the full year, it expects low-to-mid-single-digit core sales growth, adjusted operating margin expansion of approximately 25 basis points, adjusted diluted EPS of $4.10 to $4.20, and free cash flow conversion of approximately 100% of GAAP net earnings.
Veralto 8-K Report, Corporate Update (Nov 25, 2025)
Veralto Corporation (VLTO) disclosed under Item 8.01 (Other Events) in a Form 8-K filed November 25, 2025 that its Board of Directors approved a share repurchase program authorizing the repurchase of up to $750 million of the Company's common stock. The announcement was made on November 25, 2025. The program permits repurchases on the open market, including through Rule 10b5-1 trading plans, in privately negotiated transactions, or by other methods, at the Company's discretion. The filing states that the program does not obligate the Company to buy any particular amount of stock, has no expiration date, and continues until suspended or terminated at any time for any reason. The timing and amount of repurchases will be determined by Company management based on their evaluation of market conditions, business conditions, and other factors. The filing contains no further financial results or operational details.
Veralto 8-K Report, Executive Changes (Nov 3, 2025)
Veralto Corporation (NYSE: VLTO) filed a Form 8-K on November 3, 2025 to announce the appointment of Kimberly Y. (Kim) Chainey as Senior Vice President and Chief Legal Officer, effective December 1, 2025. Chainey, age 50, most recently served as Executive Vice President, Chief Legal Officer and Corporate Secretary at AptarGroup, Inc., where she oversaw global legal affairs from July 2020 until November 2025. She reports to President and CEO Jennifer L. Honeycutt. The filing describes this as a leadership appointment in the legal function rather than a financial disclosure, and it contains no financial results, guidance, or operating metrics. The offer letter, dated September 25, 2025 and filed as Exhibit 10.1, sets out compensation of a $600,000 annual base salary, a target bonus of 75% of base salary, a $400,000 one-time sign-on cash award, and a one-time sign-on equity award with a target value of $3.5 million granted in March 2026. The sign-on awards are partly intended as a make-whole payment for compensation she may forfeit by leaving AptarGroup. She also receives an annual equity award with a target value of $1.0 million, granted in March 2026 and split among performance stock units, stock options, and restricted stock units. The company and Chainey will enter into the Company's standard indemnification agreement. The company issued a press release on November 3, 2025 (Exhibit 99.1) announcing the appointment. That release furnishes the information under Item 7.01 and states that it is not deemed filed for Exchange Act Section 18 purposes. The release describes Veralto as a provider of essential water and product quality solutions with annual sales of over $5 billion and nearly 17,000 associates.
Veralto 8-K Report, Financial Results (Oct 28, 2025)
Veralto Corporation (NYSE: VLTO) reported third-quarter 2025 results for the quarter ended October 3, 2025, via a press release furnished as Exhibit 99.1 under Item 2.02. Sales rose 6.9% year-over-year to $1,404 million, with non-GAAP core sales growth of 5.1%. GAAP operating profit was $326 million (23.2% operating profit margin), and non-GAAP adjusted operating profit margin was 23.9%. Net earnings were $239 million, or $0.95 per diluted share, and non-GAAP adjusted net earnings were $247 million, or $0.99 per diluted share. Operating cash flow was $270 million and non-GAAP free cash flow was $258 million. Management stated that the company delivered mid-single-digit core sales growth and double-digit earnings per share growth in both the third quarter and the first nine months of 2025. CEO Jennifer L. Honeycutt said customer demand across key end markets was as expected in the third quarter and that the company has ample flexibility to invest in organic and inorganic opportunities. For the fourth quarter of 2025, Veralto anticipates low-single-digit non-GAAP core sales growth and adjusted diluted EPS of $0.95 to $0.98. For full-year 2025, the company raised its adjusted EPS guidance to $3.82 to $3.85, up from $3.72 to $3.80. The outlook assumes mid-single-digit core sales growth, adjusted operating profit margin change of flat to +25 basis points, and free cash flow conversion of approximately 100%, which was also raised.
Veralto 8-K Report, Executive Changes (Aug 7, 2025)
Veralto Corporation (VLTO) filed a Current Report on Form 8-K reporting that Sylvia A. Stein, Senior Vice President and Chief Legal Officer, will cease to serve in that role effective October 31, 2025 (the "Last Active Date"). The departure is not the result of any disagreement with the company's independent auditors or management on accounting, financial statement disclosure, or internal controls. Under a Separation Agreement and General Release dated August 1, 2025, Ms. Stein will remain employed in a transitional role until her termination on January 2, 2026. During the transition period, Ms. Stein will continue to receive her regular base salary, continue vesting in all outstanding equity awards through the separation date, and continue to participate in the company's employee benefit plans. Subject to conditions including fulfillment of transition obligations, non-revocation of the release, and no resignation for good reason or conduct constituting cause, she will be entitled after the separation date to her annual target incentive compensation for fiscal year 2025, to be approved by the compensation committee and paid in March 2026, along with separation payments under the Veralto Corporation Senior Leaders Severance Pay Plan. The filing states that no new compensatory arrangements are being entered into in connection with her departure. The filing identifies the Separation Agreement and General Release as Exhibit 10.1, which is qualified in its entirety by reference to the full agreement. The 8-K also includes an inline XBRL cover page interactive data file.
Veralto 8-K Report, Financial Results (Jul 28, 2025)
Veralto Corporation (NYSE: VLTO) reported results for the second quarter ended July 4, 2025, in a press release furnished as Exhibit 99.1 under Item 2.02. Sales increased 6.4% year-over-year to $1,371 million, with non-GAAP core sales growth of 4.8%. Operating profit margin was 22.8% on a GAAP basis and 23.7% on a non-GAAP adjusted basis. Net earnings were $222 million, or $0.89 per diluted share, while non-GAAP adjusted net earnings were $232 million, or $0.93 per diluted share. Operating cash flow was $339 million and non-GAAP free cash flow was $323 million. Management cited strong commercial execution and steady, broad-based customer demand. CEO Jennifer L. Honeycutt said the Veralto Enterprise System helped support global growth and mitigate impacts from changes in global trade policies. For the first half, the company grew core sales at a mid-single-digit rate, expanded adjusted operating profit margins and delivered double-digit adjusted earnings per share growth. Veralto raised its full-year 2025 guidance. Adjusted diluted earnings per share is now expected at $3.72 to $3.80, up from $3.60 to $3.70, and full-year core sales growth is now expected at mid-single-digits, up from low-to-mid-single-digits. The company maintained its outlook for full-year adjusted operating profit margin expansion of flat to +50 basis points and free cash flow conversion of 90% to 100%. For the third quarter, it expects mid-single-digit core sales growth and adjusted diluted EPS of $0.91 to $0.95.
Veralto 8-K Report, Shareholder Vote Results (May 15, 2025)
Veralto Corporation (VLTO) filed this Current Report on Form 8-K on May 15, 2025 to report material changes to shareholder rights following its 2025 annual meeting of shareholders held May 14, 2025. Shareholders approved Charter Amendments that phase out the classification of the Board of Directors, with annual election of directors commencing at the 2026 annual meeting, and eliminate supermajority voting requirements in the Certificate of Incorporation and Amended and Restated Bylaws. On May 15, 2025, the Company filed a Second Amended and Restated Certificate of Incorporation with the Delaware Secretary of State, effective upon filing, and the Board approved conforming Second Amended and Restated Bylaws that became effective at the same time. At the meeting, shareholders elected four Class II directors (Daniel L. Comas, Walter G. Lohr, Jr., John T. Schwieters and Cindy L. Wallis-Lage) to terms expiring at the 2028 annual meeting. Shareholders also ratified Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2025, and approved on an advisory basis the named executive officer compensation, though that vote recorded 14,704,783 votes against. The filing is primarily governance-focused and discloses vote tallies rather than financial results. The exhibits filed are the amended charter, the amended bylaws, and the cover page interactive data file.
Veralto 8-K Report, Financial Results (Apr 29, 2025)
Veralto Corporation (NYSE: VLTO) reported first quarter 2025 results for the quarter ended April 4, 2025, as furnished in Exhibit 99.1 to this Form 8-K dated April 29, 2025. Sales rose 6.9% year-over-year to $1,332 million, with non-GAAP core sales growth of 7.8%. GAAP operating profit was $322 million, a 24.2% operating margin, and non-GAAP adjusted operating margin was 25.0%. Net earnings were $225 million, or $0.90 per diluted share, compared with $184 million, or $0.74 per diluted share, a year earlier. Non-GAAP adjusted net earnings were $237 million, or $0.95 per diluted share, versus $209 million, or $0.84, in the prior-year period. Cash generation was solid, with operating cash flow of $157 million, up from $115 million, and non-GAAP free cash flow of $142 million, up from $102 million. Management highlighted broad-based core sales growth across its Product Quality and Innovation and Water Quality segments, including robust North American water treatment growth and double-digit growth in European water analytics. The company cited countermeasures taken to mitigate tariff impacts and reaffirmed full-year 2025 adjusted diluted EPS guidance of $3.60 to $3.70, with free cash flow conversion of 90% to 100%. For the second quarter of 2025, Veralto anticipates low-to-mid single-digit non-GAAP core sales growth and adjusted diluted EPS in the range of $0.84 to $0.88. Full-year guidance assumes low-to-mid single-digit core sales growth and adjusted operating margin expansion of flat to +50 basis points year-over-year. The company noted the forward-looking nature of these statements, including exposure to changing global trade policies and tariffs.
Veralto 8-K Report, Financial Results (Feb 4, 2025)
Veralto Corporation (NYSE: VLTO) reported results for the fourth quarter and full year ended December 31, 2024, furnished under Item 2.02 via Exhibit 99.1. For Q4 2024, sales increased 4.4% year-over-year to $1,345 million with non-GAAP core sales growth of 4.6%. GAAP net earnings were $227 million, or $0.91 per diluted share, while non-GAAP adjusted net earnings were $238 million, or $0.95 per diluted share. Operating cash flow was $285 million and non-GAAP free cash flow was $263 million. For full year 2024, sales increased 3.4% year-over-year to $5,193 million, with non-GAAP core sales growth of 3.7%. Net earnings were $833 million, or $3.34 per diluted share, and non-GAAP adjusted net earnings were $883 million, or $3.54 per diluted share. Operating cash flow was $875 million and non-GAAP free cash flow was $820 million. The company stated that full-year results exceeded its initial guidance for core sales growth, margin expansion and adjusted EPS, and cited the acquisition of TraceGains during the quarter. For 2025, Veralto targets low-to-mid single digit core sales growth, adjusted operating profit margin expansion of 25 to 50 basis points, and adjusted diluted EPS of $3.60 to $3.70, with free cash flow conversion of 90% to 100% of GAAP net earnings. First-quarter 2025 guidance calls for adjusted diluted EPS of $0.84 to $0.88 and an adjusted operating profit margin of 24.0% to 24.5%.
Veralto 8-K Report, Financial Results (Oct 23, 2024)
Veralto Corporation (NYSE: VLTO) reported third quarter 2024 results for the quarter ended September 27, 2024, as furnished in Exhibit 99.1 under Item 2.02 of Form 8-K. Sales rose 4.7% year-over-year to $1,314 million, with non-GAAP core sales growth of 4.6%. Net earnings were $219 million, or $0.88 per diluted share, versus $205 million, or $0.83 per diluted share, a year earlier. Adjusted net earnings were $223 million, or $0.89 per diluted share, and adjusted operating profit margin was 24.1%. Operating cash flow was $224 million and free cash flow was $215 million. Management highlighted broad-based growth across end markets and regions, including continued strong demand for industrial water treatment in North America and a gradual recovery in consumer-packaged goods markets globally. The company also noted the acquisition of TraceGains, which it said adds recurring revenue and strengthens the financial profile of its Product Quality & Innovation segment. For guidance, Veralto expects fourth-quarter 2024 non-GAAP core sales growth in the low-to-mid single digits, adjusted operating profit margin of approximately 24.0%, and adjusted diluted EPS of $0.86 to $0.90. For full-year 2024, it expects low single-digit core sales growth, adjusted operating profit margin expansion of approximately 75 basis points, and raised adjusted diluted EPS guidance to $3.44 to $3.48 from $3.37 to $3.45. Free cash flow conversion guidance of 100% to 110% was maintained.
Veralto 8-K Report, Financial Results (Jul 25, 2024)
Veralto Corporation (NYSE: VLTO) reported results for the second quarter ended June 28, 2024, in a press release furnished as Exhibit 99.1 to this Form 8-K under Item 2.02. Sales rose 2.8% year-over-year to $1,288 million, with non-GAAP core sales growth of 3.8%. Net earnings were $203 million, or $0.81 per diluted share, compared with $209 million, or $0.85 per diluted share, in the prior-year quarter. Non-GAAP adjusted net earnings were $213 million, or $0.85 per diluted share. Operating cash flow was $251 million and non-GAAP free cash flow was $240 million. Management highlighted core sales growth across both Water Quality and Product Quality and Innovation (PQI) segments, driven by positive volume and price increases in line with historical levels, along with margin expansion from operational leverage, productivity and cost optimization. The company raised its full-year 2024 adjusted diluted EPS guidance to $3.37 to $3.45, from $3.25 to $3.34, and raised its adjusted operating profit margin expansion target to approximately 75 basis points, from 50 to 75 basis points. It maintained its low-single-digit core sales growth target and its 100% to 110% free cash flow conversion target. For the third quarter of 2024, Veralto anticipates low-to-mid single-digit non-GAAP core sales growth, an adjusted operating profit margin of approximately 23.5%, and adjusted diluted EPS of $0.82 to $0.86.
Veralto 8-K Report, Executive Changes (Jul 16, 2024)
Veralto Corporation (NYSE: VLTO) filed a Form 8-K on July 16, 2024 to report the appointment of Vijay P. Sankaran as a Class I member of its Board of Directors, effective July 12, 2024. In connection with the appointment, the Board increased its size from 11 to 12 members, with nine of those members, including Mr. Sankaran, qualifying as independent under the New York Stock Exchange listing standards and the Company's Corporate Governance Guidelines. Mr. Sankaran has been appointed to serve on the Audit Committee of the Board. The filing states that Mr. Sankaran will receive compensation as a non-employee director under the practices described in the Company's proxy statement filed March 29, 2024, and that he will enter into the Company's standard form of indemnification agreement. The filing states there are no arrangements or understandings between Mr. Sankaran and any other persons in connection with his appointment, and that he is not a party to any transaction requiring disclosure under Item 404(a) of Regulation S-K. The filing attaches a press release dated July 16, 2024 (Exhibit 99.1) announcing the appointment. According to that release, Mr. Sankaran is Chief Technology Officer of Johnson Controls, and the board chair, Linda Filler, described his executive leadership and digital technology expertise as valuable to the board.
Veralto 8-K Report, Shareholder Vote Results (May 21, 2024)
Veralto Corporation held its 2024 annual meeting of shareholders on May 21, 2024. Shareholders elected three Class I directors, Françoise Colpron, Shyam P. Kambeyanda, and William H. King, to three-year terms expiring at the 2027 annual meeting. Each nominee received more votes For than Against, with King receiving the most Against votes of the three (20,818,118). Shareholders also ratified Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2024, with 225,487,322 votes For, 478,197 Against, and 469,250 Abstaining. On an advisory basis, shareholders approved the named executive officer compensation, with 197,475,017 votes For and 17,597,136 Against. On the frequency of future advisory say-on-pay votes, 213,329,492 shareholders voted for one year, compared with 264,463 for two years and 1,544,859 for three years. Based on these results, the Company adopted a policy to hold an annual advisory vote on named executive officer compensation until the next required frequency vote.
Veralto 8-K Report, Financial Results (Apr 24, 2024)
Veralto Corporation (NYSE: VLTO) reported first quarter 2024 results for the quarter ended March 29, 2024, in a press release furnished as Exhibit 99.1 under Item 2.02 of Form 8-K. Sales rose 1.8% year-over-year to $1,246 million, with non-GAAP core sales growth of 1.8%. Operating profit margin was 23.5% on a GAAP basis and 24.5% on an adjusted basis. GAAP net earnings were $184 million, or $0.74 per diluted share, compared with $225 million, or $0.91 per diluted share, in the prior-year period. Adjusted net earnings were $209 million, or $0.84 per diluted share, compared with $0.78 in the prior-year period on an adjusted basis. Management cited continued strength in industrial markets within the Water Quality segment, aggregate price increases in line with historical levels, and modest signs of recovery in consumer-packaged goods markets within the Product Quality and Innovation segment. Operating cash flow was $115 million and non-GAAP free cash flow was $102 million, compared with $156 million and $147 million, respectively, in the prior-year quarter. For 2024, the company raised its adjusted diluted earnings per share target to $3.25 to $3.34, up from $3.20 to $3.30, and raised its free cash flow conversion estimate to 100% to 110%, up from approximately 100%. It continues to expect low-single-digit non-GAAP core sales growth and adjusted operating profit margin expansion of 50 to 75 basis points for the full year. For the second quarter, it anticipates low-single-digit core sales growth, an adjusted operating profit margin of approximately 23%, and adjusted diluted EPS of $0.75 to $0.80.
Veralto 8-K Report, Financial Results (Feb 6, 2024)
Veralto Corporation (NYSE: VLTO) reported fourth-quarter and full-year 2023 results in a press release furnished as Exhibit 99.1 to this Form 8-K. For the fourth quarter, sales rose 3.3% year-over-year to $1,288 million with non-GAAP core sales growth of 1.7%. GAAP net earnings were $200 million, or $0.81 per diluted share, and non-GAAP adjusted net earnings were $215 million, or $0.87 per diluted share. Operating cash flow was $263 million and non-GAAP free cash flow was $241 million. For full year 2023, sales increased 3.1% to $5,021 million, with non-GAAP core sales growth of 2.6%. GAAP net earnings were $839 million, or $3.40 per diluted share, versus $3.19 per diluted share on an adjusted non-GAAP basis. Operating cash flow was $963 million and free cash flow was $911 million. The company's balance sheet shows $762 million of cash and $2,629 million of long-term debt as of December 31, 2023, following the separation from Danaher, which included approximately $2.6 billion of long-term debt issuance. For 2024, management expects first-quarter non-GAAP core sales to be approximately flat year-over-year, with adjusted operating profit margin of 23.0% to 23.5% and adjusted diluted EPS of $0.73 to $0.78. For full year 2024, the company anticipates low-single-digit non-GAAP core sales growth, adjusted operating profit margin expansion of 50 to 75 basis points, adjusted diluted EPS of $3.20 to $3.30, and free cash flow conversion of approximately 100%.
Veralto 8-K Report, Regulation FD Disclosure (Dec 20, 2023)
Veralto Corporation (NYSE: VLTO) filed this Current Report on Form 8-K dated December 20, 2023 under Item 7.01 (Regulation FD Disclosure) to announce a declared quarterly cash dividend of $0.09 per share on its common stock. The dividend is payable on January 31, 2024 to holders of record at the close of business on December 29, 2023. The information is furnished rather than filed for purposes of Section 18 of the Securities Exchange Act of 1934. The announcement is routine in nature and does not contain changes to operations, guidance, leadership, or financial results. The filing's only substantive content is the dividend declaration, which was approved by the board of directors as stated in the attached press release (Exhibit 99.1). The press release describes Veralto as a global leader in essential water and product quality solutions, headquartered in Waltham, Massachusetts, with annual sales of nearly $5 billion and a global team of 16,000 associates. For investors, the key takeaways are the dividend amount, the record and payment dates, and the company's continued quarterly dividend policy.
Veralto 8-K Report, Executive Changes (Dec 15, 2023)
Veralto Corporation filed this Form 8-K on December 15, 2023 to report an amendment to its Senior Leaders Severance Pay Plan. The compensation committee approved the First Amendment on December 12, 2023, and it became effective upon execution on December 14, 2023. The amendment establishes severance entitlements for the chief executive officer and domestic (United States) executive officers, payable upon a termination without cause or a resignation for good reason. During the 24-month protection period following a change in control, the CEO or a domestic executive officer would receive 24 months of base salary plus two times the target bonus, paid over 24 months in installments, a pro rata annual bonus for the year of termination, and accelerated vesting of equity awards unless the executive's equity award agreements provide otherwise. Outside the protection period, a domestic executive officer would receive 12 months of base salary plus one times the target bonus, while the CEO would receive 24 months of base salary plus two times the target bonus, and the CEO alone would be eligible on a resignation for good reason. All severance is conditioned on an effective release of claims. The compensation committee stated that these provisions are generally commensurate with severance rights peer companies offer executives in comparable roles. The compensation committee also authorized the company to amend the employment arrangements of the CEO, domestic executive officers, and non-U.S. domiciled executive officers to provide severance protections consistent with the amended plan, or substantially equivalent benefits outside the U.S. where local law permits.
Veralto 8-K Report, Regulation FD Disclosure (Nov 3, 2023)
Veralto Corporation filed a Current Report on Form 8-K on November 3, 2023, under Item 7.01 (Regulation FD Disclosure) to furnish a press release announcing that the company will participate in Baird's 2023 Global Industrial Conference. The filing is administrative in nature and reports no financial results, guidance changes, or transactions. According to the press release, President and Chief Executive Officer Jennifer L. Honeycutt and Senior Vice President and Chief Financial Officer Sameer Ralhan will hold a fireside chat at 10:05 a.m. Eastern Time on Tuesday, November 7, 2023. A live webcast will be available on the company's website, with an archive accessible for approximately 90 days after the event. The press release describes Veralto as a global leader in essential water and product quality solutions, with annual sales of nearly $5 billion and a global team of 16,000 associates. Its forward-looking statements reference anticipated fourth-quarter and full-year 2023 non-GAAP core sales growth, but the release does not quantify that growth. The filing states that the information is furnished and not filed under the Exchange Act.
Veralto 8-K Report, Financial Results (Oct 25, 2023)
Veralto Corporation (NYSE: VLTO) reported results for the third quarter ended September 29, 2023, in a press release furnished as Exhibit 99.1 under Item 2.02. Sales increased 3% year-over-year to $1,255 million, with non-GAAP core sales growth of 1%. Operating profit margin was 21.8% (GAAP), and the non-GAAP adjusted operating profit margin, including estimated incremental stand-alone costs, was 22.4%. Net earnings were $205 million, or $0.83 per diluted share, and non-GAAP adjusted diluted EPS was $0.75. Operating cash flow was $243 million and non-GAAP free cash flow was $232 million. The quarter marked the completion of Veralto's separation from Danaher, as stated by CEO Jennifer L. Honeycutt. The company also said it expects to initiate a quarterly dividend of $0.09 per common share in Q4 2023, subject to Board approval for each dividend. The filing notes the post-separation capital structure includes approximately $2.6 billion of long-term debt at a weighted average interest rate of 5.2%. For the fourth quarter of 2023, the company anticipates non-GAAP core sales will be flat to down low-single digits year-over-year, citing reduced consumer-packaged goods demand in the Product Quality and Innovation segment and continued weakness in China. Adjusted operating profit margin is guided to 23.5% to 24.5%, and adjusted diluted EPS to $0.79 to $0.84.
Veralto 8-K Report, Regulation FD Disclosure (Oct 12, 2023)
Veralto Corporation (NYSE: VLTO) filed this Current Report on Form 8-K under Item 7.01 (Regulation FD Disclosure) on October 12, 2023, furnishing a press release as Exhibit 99.1. The filing is procedural in nature and contains no financial results, guidance, or operating metrics. The press release announces the timing of the company's third quarter 2023 earnings. Veralto will release results at 5:30 p.m. (ET) on Wednesday, October 25, 2023, and will host a webcast of its earnings conference call on Thursday, October 26, 2023, at 8:30 a.m. (ET). Access details, a replay of the call available until November 10, 2023, and the investor relations webcast location on the company's website are also provided. The release describes Veralto as a global leader in essential water and product quality solutions, with annual sales of nearly $5 billion and a global team of 16,000 associates, headquartered in Waltham, Massachusetts. For investors, the key takeaway is the schedule for the upcoming third quarter results and the conference call.
Veralto 8-K Report, Material Agreement (Oct 2, 2023)
On October 2, 2023, Veralto Corporation (NYSE: VLTO) filed this Form 8-K to report the completion of its separation from Danaher Corporation. Veralto was spun off through a distribution of all its outstanding common stock to Danaher stockholders, at a ratio of one share of Veralto common stock for every three shares of Danaher common stock held as of the September 13, 2023 record date. The Distribution was completed effective 12:01 a.m. on September 30, 2023, and regular-way trading of Veralto stock began on October 2, 2023. The filing describes a set of agreements governing the relationship with Danaher, including a Separation and Distribution Agreement, Employee Matters Agreement, Tax Matters Agreement, Transition Services Agreement, Intellectual Property Matters Agreement, DBS License Agreement, and a Framework Agreement covering the particle counting product line. Under the Tax Matters Agreement, Veralto is responsible for taxes on returns that include only Veralto and its subsidiaries for periods ending on or before the separation, while Danaher generally retains taxes on combined returns for pre-separation periods. The filing also reports governance changes. The board was expanded from two directors to 11 effective immediately prior to the Distribution, and Jennifer L. Honeycutt was named President and Chief Executive Officer. Her annual salary was increased from $900,000 to $1,000,000, and she received an annual equity award with a grant date value of $2.5 million plus an additional recognition award of $500,000, split equally between stock options and restricted stock units. The company also adopted an Amended and Restated Certificate of Incorporation and Bylaws, a 2023 Omnibus Incentive Plan, and a Code of Conduct. The information statement attached as Exhibit 99.1 indicates that Veralto expected to raise approximately $2.6 billion of unsecured notes and to enter into a five-year $1.5 billion senior revolving credit facility, with proceeds paid to Danaher as partial consideration for the contributed assets. The Cash Distribution to Danaher is described as approximately $2.7 billion. The press release in Exhibit 99.2 describes Veralto as a company with annual sales of nearly $5 billion and 16,000 associates, composed of 13 operating companies in two segments, Water Quality and Product Quality and Innovation.
Veralto 8-K Report, Material Agreement (Sep 19, 2023)
On September 18 and 19, 2023, Veralto Corporation, a wholly owned subsidiary of Danaher Corporation, issued senior unsecured notes in two offerings to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S. The U.S. dollar offering consisted of $700 million of 5.500% senior notes due September 18, 2026, $700 million of 5.350% senior notes due September 18, 2028, and $700 million of 5.450% senior notes due September 18, 2033. The euro offering consisted of €500 million of 4.150% senior notes due September 19, 2031. Interest on the dollar notes is paid semi-annually and on the euro notes annually. The proceeds are to be used to make payments to Danaher as partial consideration for assets Danaher contributes to Veralto in connection with the planned separation of Veralto from Danaher, and to pay related fees and expenses. Danaher fully and unconditionally guarantees both series, and those guarantees terminate automatically upon completion of the separation. If the separation is not completed by March 29, 2024, Veralto must redeem both series at 101% of principal plus accrued interest. The notes carry a change of control triggering event provision, which requires an offer to repurchase at 101% of principal plus accrued interest when a Change of Control and a Rating Event both occur. The indentures also restrict liens on principal domestic properties, sale and leaseback transactions on those properties, and mergers or sales of substantially all assets. Registration rights agreements require Veralto to pursue exchange offers, with additional interest of up to 1.00% per annum if registration defaults occur.
Veralto 8-K Report, Corporate Update (Sep 12, 2023)
Veralto Corporation, a subsidiary of Danaher Corporation, agreed to sell senior notes in two private offerings. On September 11, 2023, it agreed to sell $700 million each of 5.500% senior notes due 2026, 5.350% senior notes due 2028, and 5.450% senior notes due 2033. On September 12, 2023, it agreed to sell €500 million of 4.150% senior notes due 2031. The USD notes pay interest semi-annually and the euro notes pay interest annually. The filing states that the USD offering is expected to close on September 18, 2023, and the euro offering on September 19, 2023, subject to customary closing conditions. The notes are being sold in private placements to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S, and they have not been registered under the Securities Act. Danaher will guarantee the notes until the planned separation of Veralto from Danaher occurs. The company expects to enter into registration rights agreements that would cover an exchange offer or, in certain circumstances, a shelf registration. The company intends to use the net proceeds to make payments to Danaher as partial consideration for the contribution of assets by Danaher in connection with the separation, and to pay related fees and expenses. The filing therefore indicates that the financing is tied directly to the planned separation from Danaher.