01—Abstract
Summary
Summary of the 8-K filed May 21, 2024. Cited figures are marked; the original filing is the authoritative source.
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.
02—Key points
Key Highlights
- Three Class I directors (Françoise Colpron, Shyam P. Kambeyanda, William H. King) were elected to three-year terms expiring at the 2027 annual meeting.
- King received the highest Against vote count among the director nominees, at 20,818,118, versus 12,129,492 for Colpron and 11,960,765 for Kambeyanda.
- Ernst & Young LLP was ratified as independent registered public accounting firm for the year ending December 31, 2024, with 225,487,322 votes For.
- Shareholders approved the named executive officer compensation on an advisory basis, with 197,475,017 votes For and 17,597,136 Against.
- Of the frequency options for advisory say-on-pay votes, one year received 213,329,492 votes, far more than two years (264,463) or three years (1,544,859).
- The Board adopted a policy to hold an annual advisory vote on named executive officer compensation.
- Broker non-votes of 11,187,621 were recorded on the director elections, say-on-pay, and frequency proposals.
03—Questions
Frequently Asked Questions
Who was elected to the Board at the 2024 annual meeting?
Françoise Colpron, Shyam P. Kambeyanda, and William H. King were elected as Class I directors, each to a three-year term expiring at the 2027 annual meeting of shareholders.
Did shareholders approve the company's auditor?
Yes. Shareholders 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.
How often will the company hold advisory votes on executive compensation?
Shareholders voted most heavily for an annual frequency, with 213,329,492 votes for one year. 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.
Was executive compensation approved by shareholders?
Yes, on an advisory basis. The named executive officer compensation proposal received 197,475,017 votes For, 17,597,136 Against, and 174,995 Abstaining, with 11,187,621 broker non-votes.
04—Continue