01—Abstract
Summary
Summary of the 8-K filed July 16, 2024. Cited figures are marked; the original filing is the authoritative source.
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.
02—Key points
Key Highlights
- Vijay P. Sankaran appointed as a Class I director effective July 12, 2024
- Board size increased from 11 to 12 members, effective July 12, 2024
- Nine of the 12 directors, including Mr. Sankaran, qualify as independent under NYSE standards and Company guidelines
- Mr. Sankaran appointed to the Audit Committee of the Board
- Mr. Sankaran will receive non-employee director compensation per the March 29, 2024 proxy statement and enter the Company's standard indemnification agreement
- Press release dated July 16, 2024 (Exhibit 99.1) announces the appointment; Mr. Sankaran is CTO of Johnson Controls according to the release
- No arrangements or understandings with other persons in connection with the appointment, and no reportable Item 404(a) transactions
03—Questions
Frequently Asked Questions
Who was appointed to Veralto's Board of Directors?
Vijay P. Sankaran was appointed as a Class I member of the Board effective July 12, 2024. According to the attached press release, he is Chief Technology Officer of Johnson Controls and previously held roles including Chief Information Officer at TD Ameritrade and Chief Technology Officer, Information Technology at Ford Motor Company.
How did the appointment change the size of the Board?
The Board increased its size from 11 to 12 members, effective July 12, 2024. The filing states that nine of the 12 members, including Mr. Sankaran, qualify as independent.
What committee will Mr. Sankaran serve on?
The filing states that Mr. Sankaran has been appointed to serve on the Audit Committee of the Board.
How will Mr. Sankaran be compensated?
The filing states he will receive compensation as a non-employee director under the practices described under 'Director Compensation' in the Company's Annual Meeting Proxy Statement filed March 29, 2024. He will also enter into the Company's standard form of indemnification agreement.
Were there any related-party transactions or special arrangements tied to the appointment?
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 required to be disclosed under Item 404(a) of Regulation S-K.
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