STOCK TITAN
  1. Home
  2. Sec-filings
  3. AVTR
  4. [8-K] Avantor, Inc. Reports Material Event

Avantor (NYSE: AVTR) shareholders back board, pay plan and auditor in 2026 vote

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Avantor, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on May 7, 2026. Stockholders elected nine directors to one-year terms expiring at the 2027 annual meeting, with each nominee receiving substantially more votes for than against.

Stockholders approved, on an advisory basis, the 2025 compensation of the company’s named executive officers and chose one year as the preferred frequency for future advisory votes on executive pay. Based on this, the board will hold say-on-pay votes annually until the next required frequency vote, expected at the 2032 annual meeting.

Stockholders also ratified the appointment of Deloitte & Touche LLP as Avantor’s independent registered public accounting firm for the year ending December 31, 2026.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Say-on-pay votes for 601,462,107 votes Advisory approval of 2025 named executive officer compensation
Say-on-pay votes against 18,474,344 votes Advisory approval of 2025 named executive officer compensation
One-year frequency support 605,480,159 votes Advisory vote on frequency of future executive compensation votes
Three-year frequency support 14,892,420 votes Advisory vote on frequency of future executive compensation votes
Auditor ratification votes for 629,271,458 votes Ratification of Deloitte & Touche LLP for year ending December 31, 2026
Votes for Simon Dingemans 597,767,916 votes Election as director at 2026 Annual Meeting, plus broker non-votes
Votes for Gregory Summe 522,018,929 votes Election as director at 2026 Annual Meeting, plus broker non-votes
broker non-votes financial
"Votes For | Votes Against | Abstentions | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
non-binding advisory vote regulatory
"one year as the frequency of the non-binding advisory vote to approve executive compensation"
A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.
independent registered public accounting firm financial
"ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Annual Meeting of Stockholders regulatory
"held its 2026 Annual Meeting of Stockholders on May 7, 2026"
advisory vote on executive compensation financial
"hold a stockholder advisory vote on executive compensation on an annual basis"
A non-binding shareholder vote allowing investors to approve or reject the pay packages and compensation policies for a company’s top executives. It matters because the outcome tells the board whether owners are satisfied with executive pay and can prompt changes in policy or leadership much like a customer survey prompts a company to adjust its product — signaled approval can support management credibility, while rejection may increase scrutiny and affect investor confidence.
Understanding 8-K Material Events →
false000172248200017224822026-05-072026-05-070001722482us-gaap:CommonStockMember2026-05-072026-05-07


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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 7, 2026
avantorlogoa08.jpg
Avantor, Inc.
(Exact name of registrant as specified in its charter)
Delaware001-3891282-2758923
(State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.)
Radnor Corporate Center, Building One, Suite 200
100 Matsonford Road
Radnor, Pennsylvania 19087
(Address of principal executive offices, including zip code)
(610) 386-1700
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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:


Title of each classTrading SymbolExchange on which registered
Common Stock, $0.01 par valueAVTRNew 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☐ 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. ☐



Item 5.07. Submission of Matters to a Vote of Security Holders.
Avantor, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders on May 7, 2026. The final voting results for each of the items submitted to a stockholder vote at the 2026 Annual Meeting are set forth below.
1.The stockholders elected nine directors to serve for a one-year term expiring at the Company’s 2027 Annual Meeting of Stockholders, subject to election and qualification of their successors, based on the following voting results:
Votes ForVotes AgainstAbstentionsBroker
Non-Votes
Nominee
Simon Dingemans597,767,916 2,626,150 20,127,404 17,687,677 
Emmanuel Ligner588,992,737 11,392,819 20,135,914 17,687,677 
Gregory Lucier585,865,815 14,527,528 20,128,127 17,687,677 
Louise Makin593,540,559 26,641,131 339,780 17,687,677 
Joseph Massaro590,921,914 29,353,354 246,202 17,687,677 
Sanjeev Mehra596,961,853 3,421,597 20,138,020 17,687,677 
Mala Murthy594,916,679 25,361,252 243,539 17,687,677 
Michael Severino588,864,758 31,415,688 241,024 17,687,677 
Gregory Summe522,018,929 78,326,277 20,176,264 17,687,677 
2.The stockholders approved, on an advisory basis, the 2025 compensation of the Company’s named executive officers, based on the following voting results:
Votes ForVotes AgainstAbstentionsBroker
Non-Votes
Advisory Vote on Named Executive Officer Compensation601,462,107 18,474,344 585,019 17,687,677 
3.The stockholders approved, on an advisory basis, one year as the frequency of the non-binding advisory vote to approve executive compensation, based on the following voting results:
1 Year2 Years3 YearsAbstentionsBroker
Non-Votes
Advisory Vote on the Frequency of Future Advisory Votes on Executive Officer Compensation605,480,159 9,225 14,892,420 139,666 17,687,677 
In accordance with the recommendation of the Company’s Board and based on the results of the advisory vote reported above, the Company’s Board has determined that the Company will hold a stockholder advisory vote on executive compensation on an annual basis until the next required stockholder advisory vote on the frequency of the advisory approval of named executive officer compensation, which is


expected to occur at the Company’s 2032 annual meeting of stockholders or until the Board otherwise determines a different frequency for such non-binding votes.
4.The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026, based on the following voting results:
Votes ForVotes AgainstAbstentions
Ratification of Appointment of Independent Registered Public Accounting Firm629,271,458 8,805,313 132,376 
Item 9.01.    Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.Description
104
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL


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.
Avantor, Inc.
Date: May 12, 2026By:/s/ Claudius Sokenu
Name:Claudius Sokenu
Title:Executive Vice President, Chief Legal and Compliance Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Avantor (AVTR) stockholders decide at the 2026 annual meeting?

Avantor stockholders elected nine directors to one-year terms, approved 2025 executive compensation on an advisory basis, selected an annual say-on-pay frequency, and ratified Deloitte & Touche LLP as independent auditor for the year ending December 31, 2026.

How did Avantor (AVTR) stockholders vote on executive compensation for 2025?

Stockholders approved Avantor’s 2025 named executive officer compensation on an advisory basis, with 601,462,107 votes for, 18,474,344 against, and 585,019 abstentions, plus 17,687,677 broker non-votes, indicating overall support for the company’s compensation program.

What say-on-pay frequency did Avantor (AVTR) stockholders choose?

Avantor stockholders supported holding say-on-pay votes every year, with 605,480,159 votes for one year, 9,225 for two years, 14,892,420 for three years, and 139,666 abstentions. The board will conduct annual advisory votes until the next required frequency vote, expected in 2032.

Who was ratified as Avantor (AVTR)’s independent auditor for 2026?

Stockholders ratified Deloitte & Touche LLP as Avantor’s independent registered public accounting firm for the year ending December 31, 2026, with 629,271,458 votes for, 8,805,313 against, and 132,376 abstentions at the 2026 Annual Meeting of Stockholders.

How strong was support for Avantor (AVTR)’s director nominees in 2026?

Each of Avantor’s nine director nominees received substantially more votes for than against. For example, Simon Dingemans received 597,767,916 votes for and 2,626,150 against, while Gregory Summe received 522,018,929 votes for and 78,326,277 against, plus broker non-votes for each nominee.

Will Avantor (AVTR) hold annual advisory votes on executive pay going forward?

Yes. Following the stockholder vote favoring a one-year frequency, Avantor’s board determined it will hold an annual advisory vote on executive compensation until the next required frequency vote, which is expected at the 2032 annual meeting, or until the board changes this approach.

Filing Exhibits & Attachments

4 documents

Other Documents