Revvity (RVTY) holders back 25% special meeting right and elect full board

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FAQ

Filing Exhibits & Attachments

8-K Event Classification

Key Figures

Key Terms

What governance change did Revvity (RVTY) shareholders approve at the 2026 annual meeting?

Were all Revvity (RVTY) director nominees elected at the April 28, 2026 meeting?

Did Revvity (RVTY) shareholders ratify Deloitte & Touche LLP as auditor?

How did Revvity (RVTY) shareholders vote on executive compensation in 2026?

What happened to the Revvity (RVTY) shareholder proposal on executive stock ownership?

What were the vote results for Revvity’s 25% special meeting right proposal?

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Revvity, Inc. reported results of its annual shareholder meeting and a governance change. Shareholders approved an amendment to the Amended and Restated By-laws to allow shareholders owning 25% of the company’s common stock to call a special meeting, effective April 28, 2026.

All ten director nominees were elected, each receiving over 90 million votes in favor. Shareholders also ratified Deloitte & Touche LLP as independent auditor, approved on an advisory basis the company’s executive compensation, and backed the new special meeting right. A shareholder proposal on executive stock ownership was rejected, with 22,974,850 votes for and 76,502,157 against.

3 items: 5.03, 5.07, 9.01

3 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

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.

Special meeting threshold: 25% of common stock Auditor ratification votes for: 102,992,151 shares Say-on-pay votes for: 94,377,138 shares +3 more

6 metrics

Special meeting threshold 25% of common stock Ownership required for shareholders to call a special meeting under amended by-laws

Auditor ratification votes for 102,992,151 shares Votes in favor of Deloitte & Touche LLP as independent public accounting firm

Say-on-pay votes for 94,377,138 shares Support for non-binding advisory vote on executive compensation

By-law amendment votes for 99,086,661 shares Support for 25% shareholder special meeting right

Executive stock ownership proposal votes for 22,974,850 shares Support for shareholder proposal regarding executive stock ownership, which failed

Executive stock ownership proposal votes against 76,502,157 shares Opposition to shareholder proposal on executive stock ownership

Amended and Restated By-laws, broker non-votes, independent registered public accounting firm, non-binding advisory vote, +1 more

5 terms

Amended and Restated By-laws regulatory

"to amend the Company’s Amended and Restated By-laws to allow shareholders owning 25% of the Company’s common stock"

broker non-votes financial

"the number of broker non-votes for each nominee are listed below"

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.

independent registered public accounting firm financial

"ratify the selection 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.

non-binding advisory vote regulatory

"the proposal to approve, by non-binding advisory vote, the Company’s 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.

special meeting of shareholders regulatory

"to call a special meeting of shareholders"

Understanding 8-K Material Events →

05/01/2026 - 04:05 PM

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): April 28, 2026

Revvity, Inc.

(Exact Name of Registrant as Specified in its Charter)

Massachusetts

001-05075

04-2052042

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


77 4^th Avenue, Waltham, Massachusetts		02451
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (781) 663-6900

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 (see General Instruction A.2. below):

☐

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 class	Trading Symbol	Name of exchange on which registered
Common stock, $1 par value per share	RVTY	The New York Stock Exchange
1.875% Notes due 2026	RVTY26	The 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 (§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 5.03

Amendments to Articles of Organization or Bylaws; Change in Fiscal Year

At the annual meeting of shareholders of Revvity, Inc. (the “Company”) held on April 28, 2026, the shareholders voted on and approved a proposal to amend the Company’s Amended and Restated By-laws (prior to such amendment and restatement, the “Prior By-laws”) to allow shareholders owning 25% of the Company’s stock to call a special meeting of shareholders (as amended and restated, the “Amended and Restated By-laws”) effective as of April 28, 2026. 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 3.1 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 28, 2026, the shareholders voted on the following proposals:

•

a proposal to elect the ten 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 amend the Company’s Amended and Restated By-laws to allow shareholders owning 25% of the Company’s common stock to call a special meeting of shareholders; and

•

a shareholder proposal regarding executive stock ownership.

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, the proposal to approve, by non-binding advisory vote, the Company’s executive compensation, and the proposal to amend the Company’s Amended and Restated By-laws to allow shareholders owning 25% of the Company’s common stock to call a special meeting of shareholders, which required that a majority of the shares of the Company’s common stock outstanding on the record date and entitled to vote be voted in favor of the proposal, were also approved. The final number of votes cast for or against or abstaining from voting on those three proposals and the number of broker non-votes on the executive compensation proposal and the special shareholder meeting proposal are listed below. The shareholder proposal regarding executive stock ownership was not 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.

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		93,823,710		5,674,907		102,944		4,512,033
Samuel R. Chapin		98,274,034		1,217,291		110,236		4,512,033
Michael A. Klobuchar		95,054,936		4,512,726		33,899		4,512,033
Michelle McMurray-Heath, MD, PhD		99,095,486		474,287		31,788		4,512,033
Alexis P. Michas		95,577,856		3,985,098		38,607		4,512,033
Prahlad R. Singh, PhD		96,063,825		3,501,311		36,425		4,512,033
Sophie V. Vandebroek, PhD		95,054,306		4,517,332		29,923		4,512,033
Michael Vounatsos		97,942,266		1,628,346		30,949		4,512,033
Frank Witney, PhD		90,741,896		8,834,876		24,789		4,512,033
Pascale Witz		92,501,938		7,058,082		41,541		4,512,033

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
102,992,151	1,036,994	84,449	0

Proposal #3 – To approve, by non-binding advisory vote, the Company’s executive compensation.


For	Against	Abstain	Broker Non-Votes
94,377,138	3,770,364	1,454,059	4,512,033

Proposal #4 – To amend the Company’s Amended and Restated By-laws to allow shareholders owning 25% of the Company’s common stock to call a special meeting of shareholders.


For	Against	Abstain	Broker Non-Votes
99,086,661	440,300	74,600	4,512,033

Proposal #5- Shareholder proposal regarding executive stock ownership.


For	Against	Abstain	Broker Non-Votes
22,974,850	76,502,157	124,554	4,512,033

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

3.1		Amended and Restated By-laws, redlined for amendments effective as of April 28, 2026

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.

Source: View Original Filing on SEC EDGAR

Shareholders approved an amendment to Revvity’s Amended and Restated By-laws allowing shareholders owning 25% of the company’s common stock to call a special meeting. This new right became effective on April 28, 2026 and is intended to provide a shareholder-approved mechanism to request special meetings.

All ten Revvity director nominees were elected for one-year terms. Each nominee received more than 90 million votes in favor, with varying levels of votes against and abstentions, plus 4,512,033 broker non-votes recorded for each director on the election proposal.

Revvity shareholders ratified Deloitte & Touche LLP as the company’s independent public accounting firm. The vote recorded 102,992,151 shares in favor, 1,036,994 against and 84,449 abstentions, with no broker non-votes on this ratification proposal for the current fiscal year.

Shareholders approved Revvity’s executive compensation in a non-binding advisory vote. The proposal received 94,377,138 votes for, 3,770,364 against and 1,454,059 abstentions, with 4,512,033 broker non-votes, indicating overall support for the company’s disclosed compensation practices that year.

The shareholder proposal regarding executive stock ownership at Revvity was not approved. It received 22,974,850 votes in favor, 76,502,157 votes against and 124,554 abstentions, along with 4,512,033 broker non-votes, showing shareholders did not adopt the requested changes on this topic.

The by-law amendment to allow shareholders owning 25% of Revvity’s common stock to call a special meeting passed. It received 99,086,661 votes for, 440,300 against and 74,600 abstentions, with 4,512,033 broker non-votes, meeting the majority-of-outstanding approval requirement.

REVVITY, INC.

Date: May 1, 2026

/s/ John L. Healy

John L. Healy

Vice President and Assistant Secretary

5 documents