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Veralto logoVeralto VLTO

The company said shareholders approved, at its May 14, 2025 annual meeting, a charter amendment (proposal 4A) to phase out the classification of the board and provide for the annual election of directors beginning with the 2026 annual meeting.

8-KSubmission of Matters to a Vote of Security HoldersFiled Period of report Summary published (UTC)

Key points

AI summary
  1. The company said shareholders approved, at its May 14, 2025 annual meeting, a charter amendment (proposal 4A) to phase out the classification of the board and provide for the annual election of directors beginning with the 2026 annual meeting.

  2. Veralto said shareholders approved the charter amendment (proposal 4B) to eliminate the supermajority voting requirements in the charter and Bylaws. The vote was 213,987,122 for, 326,323 against and 110,150 abstentions, with 10,725,388 broker non-votes.

  3. The company said it filed the Second Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware on May 15, 2025, and that it took effect upon filing. It also said the Second Amended and Restated Bylaws took effect at the same time.

  4. The company said 4 Class II directors were elected to a three-year term expiring at the 2028 annual meeting. Daniel L. Comas received 210,489,350 votes for and 3,829,275 against.

Summary

AI-written

Analysis scope · Filing bodyWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.

Shareholders Approve Board Declassification Amendment

The company said shareholders approved, at its May 14, 2025 annual meeting, a charter amendment (proposal 4A) to phase out the classification of the board and provide for the annual election of directors beginning with the 2026 annual meeting.

Source · Based on the filing body and exhibits

Supermajority Voting Requirement Removal Approved

Veralto said shareholders approved the charter amendment (proposal 4B) to eliminate the supermajority voting requirements in the charter and Bylaws. The vote was 213,987,122 for, 326,323 against and 110,150 abstentions, with 10,725,388 broker non-votes.

Source · Based on the filing body and exhibits

Amended Charter and Bylaws Take Effect

The company said it filed the Second Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware on May 15, 2025, and that it took effect upon filing. It also said the Second Amended and Restated Bylaws took effect at the same time.

Source · Based on the filing body and exhibits

4 Class II Directors Elected

The company said 4 Class II directors were elected to a three-year term expiring at the 2028 annual meeting. Daniel L. Comas received 210,489,350 votes for and 3,829,275 against.

Source · Based on the filing body and exhibits

AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

The filing as submitted to SEC EDGAR. You can check the figures and statements of this summary against it.

Source: SEC EDGAR (U.S. Securities and Exchange Commission). Item captions are the SEC's. The summary is for reference only and is not investment advice.