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Veralto 8-K Report, Executive Changes (Aug 7, 2025)

Reports
Leadership Changes·Exhibits & Filings
Filing Date
Filed August 7, 2025
Period End
August 1, 2025
Security
VLTO

Summary

Summary of the 8-K filed August 7, 2025. Cited figures are marked; the original filing is the authoritative source.

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.

Key Highlights

  1. Sylvia A. Stein, Senior Vice President and Chief Legal Officer, will cease serving in that role effective October 31, 2025.
  2. Ms. Stein remains employed in a transitional role until her termination on January 2, 2026.
  3. The departure is stated to be unrelated to any disagreement with auditors or management on accounting, financial statement disclosure, or internal controls.
  4. During the transition period, Ms. Stein continues to receive base salary, continued vesting of outstanding equity awards through the separation date, and participation in benefit plans.
  5. Post-separation payments are conditioned on transition obligations, non-revocation of the release, and no resignation without good reason or conduct constituting cause.
  6. Eligible payments include fiscal year 2025 annual target incentive compensation, payable in March 2026, plus separation payments under the Senior Leaders Severance Pay Plan.
  7. The Separation Agreement and General Release is filed as Exhibit 10.1.

Frequently Asked Questions

  1. Who is leaving Veralto, and when does the role change take effect?

    Sylvia A. Stein, Senior Vice President and Chief Legal Officer, will cease to serve in that role effective October 31, 2025. Her employment continues in a transitional capacity until January 2, 2026.

  2. Was the departure related to any accounting or financial reporting disagreement?

    No. The filing states that Ms. Stein's departure is not a result of any disagreement with the company's independent auditors or any member of management on accounting principles or practices, financial statement disclosure, or internal controls.

  3. What compensation will Ms. Stein receive during and after the transition?

    During the transition period she will continue to receive her regular base salary, continued vesting of outstanding equity awards through the separation date, and participation in employee benefit plans. Subject to conditions, she will also receive her fiscal year 2025 annual target incentive compensation, payable in March 2026, and separation payments under the Senior Leaders Severance Pay Plan.

  4. Are there any new compensation arrangements tied to the departure?

    The filing states that no new compensatory arrangements are being entered into with Ms. Stein in connection with her departure. The severance terms refer to the Senior Leaders Severance Pay Plan, which was previously filed with the SEC as Exhibits 10.28, 10.29 and 10.30 to the company's Form 10-K filed February 25, 2025.

  5. What conditions could affect Ms. Stein's post-separation payments?

    Payments depend on fulfilling all transition-period obligations, not revoking the Severance Agreement (including the release), and not resigning without good reason or engaging in conduct constituting cause before the separation date, as those terms are defined in the Plan.