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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
May 13, 2026
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Veralto Corporation
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
(State or Other Jurisdiction of Incorporation)
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001-41770 | | 92-1941413 |
(Commission File Number) | | (IRS Employer Identification No.) |
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225 Wyman St., Suite 250 | | |
Waltham, MA 02451 | | 781-755-3655 |
(Address of Principal Executive Offices) | | (Registrant’s Telephone Number, Including Area Code) |
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common stock, $0.01 par value | VLTO | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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ITEM 5.07. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
On May 13, 2026, Veralto Corporation (the "Company") held its 2026 annual meeting of shareholders. At the annual meeting, the Company’s shareholders voted on the following proposals:
1.To elect the four Class III directors named in the Proxy Statement to a one-year term expiring at the 2027 annual meeting of shareholders and until his or her successor is elected and qualified. Each nominee for Class III director was elected by a vote of the shareholders as follows: | | | | | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
Jennifer L. Honeycutt | 213,266,768 | | 1,407,091 | | 196,062 | | 9,322,449 | |
Linda Filler | 208,610,112 | | 6,082,850 | | 176,959 | | 9,322,449 | |
Heath A. Mitts | 208,586,360 | | 6,075,104 | | 208,457 | | 9,322,449 | |
Thomas L. Williams | 208,417,367 | | 6,271,877 | | 180,677 | | 9,322,449 | |
2.To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026. The proposal was approved by a vote of shareholders as follows:
| | | | | |
For | 221,833,179 | |
Against | 1,608,856 | |
Abstain | 750,335 | |
3.To approve on an advisory basis the Company’s named executive officer compensation. The proposal was approved by a vote of shareholders as follows:
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For | 198,758,419 | |
Against | 15,819,308 | |
Abstain | 292,194 | |
Broker Non-Votes | 9,322,449 | |
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ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS. |
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Exhibit No. | Description |
104 | Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibit 101) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| VERALTO CORPORATION |
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Date: May 15, 2026 | By: | /s/ James A. Tanaka |
| | Name: James A. Tanaka |
| | Title: Vice President, Securities & Governance and Secretary |
