01—Abstract
Summary
Summary of the 8-K filed May 15, 2025. Cited figures are marked; the original filing is the authoritative source.
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.
02—Key points
Key Highlights
- Shareholders approved Charter Amendments phasing out the classified Board, with annual director elections beginning at the 2026 annual meeting
- Shareholders approved eliminating supermajority voting requirements in the Certificate of Incorporation and Bylaws
- Second Amended and Restated Certificate of Incorporation filed with Delaware on May 15, 2025 and effective upon filing
- Conforming Second Amended and Restated Bylaws became effective contemporaneously with the charter amendments
- Four Class II directors elected to terms expiring at the 2028 annual meeting: Daniel L. Comas, Walter G. Lohr, Jr., John T. Schwieters and Cindy L. Wallis-Lage
- Ernst & Young LLP ratified as independent registered public accounting firm for fiscal year 2025, with 224,318,891 votes for
- Advisory say-on-pay proposal approved with 199,519,932 votes for and 14,704,783 against
03—Questions
Frequently Asked Questions
What governance changes did shareholders approve at the May 14, 2025 annual meeting?
Shareholders approved amendments to phase out the classification of the Board so that directors are elected annually starting with the 2026 annual meeting, and approved amendments eliminating supermajority voting requirements in the Certificate of Incorporation and Bylaws.
When did the amended charter become effective?
The Company filed the Second Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on May 15, 2025, and it was effective upon filing.
Did the Board of Directors change the Bylaws?
Yes. Contingent on shareholder approval, the Board approved conforming amendments to the Bylaws, reflected in the Second Amended and Restated Bylaws, which became effective at the same time as the amended charter.
Were all director nominees elected?
Yes. All four Class II nominees were elected to three-year terms expiring at the 2028 annual meeting, with Daniel L. Comas receiving 210,489,350 votes for and Walter G. Lohr, Jr. receiving 196,686,863 votes for, among the figures reported.
How did shareholders vote on executive compensation?
Shareholders approved the named executive officer compensation on an advisory basis, with 199,519,932 votes for, 14,704,783 against, 198,880 abstaining and 10,725,388 broker non-votes.
04—Continue