UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As described below, at the annual meeting of shareholders of PerkinElmer, Inc. (the “Company”) held on April 25, 2023, the shareholders voted on and approved a proposal to amend the Company’s restated articles of organization, as amended, to change the Company’s name to “Revvity, Inc.”
Following the approval of the Company’s shareholders and effective as of April 26, 2023, the Company amended its restated articles of organization, as amended, to effect a change of the Company’s name from “PerkinElmer, Inc.” to “Revvity, Inc.” (the “Name Change”). A copy of the articles of amendment to the restated articles of organization, as amended, is attached hereto as Exhibit 3.1 and incorporated herein by reference.
In connection with the Name Change, the board of directors of the Company approved an amendment and restatement of the Company’s Amended and Restated By-laws (prior to such amendment and restatement, the “Prior By-laws”) to, among other updates, reflect the Name Change (as amended and restated, the “Amended and Restated By-laws”) effective as of April 26, 2023. A copy of the Amended and Restated By-laws, in redline form to show the amendments made by the Company to the Prior By-laws, is attached hereto as Exhibit 3.2 and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the annual meeting of shareholders of the Company held on April 25, 2023, the shareholders voted on the following proposals:
| • | a proposal to elect the nine nominees for director named below for terms of one year each; |
| • | a proposal to ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the current fiscal year; |
| • | a proposal to approve, by non-binding advisory vote, the Company’s executive compensation; |
| • | a proposal to recommend, by non-binding advisory vote, the frequency of future executive compensation advisory votes; and |
| • | a proposal to amend the Company’s restated articles of organization, as amended, to change the Company’s name to “Revvity, Inc.” |
The shareholders elected each of the nominees to serve as a director for a term of one year. The final number of votes cast for or against or abstaining and the number of broker non-votes for each nominee are listed below. The proposal to ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm, and the proposal to approve, by non-binding advisory vote, the Company’s executive compensation, were each also approved. The final number of votes cast for or against or abstaining from voting on those two proposals and the number of broker non-votes on the executive compensation proposal are listed below. The frequency option to hold an advisory vote on executive compensation on an annual basis received the most shareholder votes. The final number of votes cast for one, two or three year frequency votes or abstaining from voting and the number of broker non-votes on that proposal are listed below. The proposal to approve the amendment of the Company’s restated articles of organization, as amended, to change the name of the Company from PerkinElmer, Inc. to “Revvity, Inc.” was approved. The final number of votes cast for or against or abstaining from voting and the number of broker non-votes on that proposal are listed below.
In light of the result of the non-binding advisory vote of our shareholders at the annual meeting of shareholders, the Company intends to continue to seek annual non-binding advisory votes on the Company’s executive compensation.
Proposal #1 – To elect the following nominees as our directors for terms of one year each:
| Name | Votes in Favor | Votes Against | Abstentions | Broker Non-Votes | ||||
| Peter Barrett, PhD |
102,367,661 | 3,562,139 | 83,818 | 6,509,459 | ||||
| Samuel R. Chapin |
104,838,554 | 1,090,624 | 84,440 | 6,509,459 | ||||
| Sylvie Grégoire, PharmD |
104,244,930 | 1,632,293 | 136,395 | 6,509,459 | ||||
| Michelle McMurray-Heath, MD, PhD |
105,569,324 | 370,740 | 73,554 | 6,509,459 | ||||
| Alexis P. Michas |
103,442,991 | 2,413,538 | 58,514 | 6,509,459 | ||||
| Prahlad R. Singh, PhD |
105,480,309 | 450,491 | 82,818 | 6,509,459 | ||||
| Michael Vounatsos |
104,142,844 | 1,718,229 | 152,545 | 6,509,459 | ||||
| Frank Witney, PhD |
102,323,514 | 3,590,126 | 99,978 | 6,509,459 | ||||
| Pascale Witz |
104,714,460 | 1,210,436 | 88,722 | 6,509,459 |
Proposal #2 – To ratify the selection of Deloitte & Touche LLP as the Company’s independent public accounting firm for the current fiscal year.
| For | Against | Abstain | Broker Non-Votes | |||
| 107,124,256 | 5,254,729 | 144,092 | 0 |
Proposal #3 – To approve, by non-binding advisory vote, the Company’s executive compensation.
| For | Against | Abstain | Broker Non-Votes | |||
| 100,542,538 | 5,082,669 | 388,411 | 6,509,459 |
Proposal #4 – To recommend, by non-binding advisory vote, the frequency of future executive compensation advisory votes.
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes | ||||
| 99,492,023 | 41,009 | 6,101,017 | 379,569 | 6,509,459 |
Proposal #5 - To approve the amendment of the Company’s restated articles of organization, as amended, to change the name of the Company from “PerkinElmer, Inc.” to “Revvity, Inc.”
| For | Against | Abstain | Broker Non-Votes | |||
| 111,054,945 | 801,605 | 666,527 | 0 |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 3.1 | Articles of Amendment to Amended and Restated Articles of Organization, as amended. | |
| 3.2 | Amended and Restated By-laws, redlined for amendments effective April 26, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
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.
| PERKINELMER, INC. | ||||||
| Date: April 28, 2023 | By: | /s/ John L. Healy | ||||
| John L. Healy | ||||||
| Vice President and Assistant Secretary | ||||||