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Veralto (VLTO) investors approve board slate, auditor and executive pay

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

Rhea-AI Filing Summary

Veralto Corporation reported the results of its 2026 annual shareholder meeting. Shareholders elected four Class III directors to one-year terms expiring at the 2027 annual meeting, with each nominee receiving over 208 million votes in favor and substantial broker non-votes recorded.

Shareholders also ratified Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2026, with 221,833,179 votes for and limited opposition. In addition, shareholders approved, on an advisory basis, the company’s named executive officer compensation, with 198,758,419 votes for and 15,819,308 against.

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.
Honeycutt director election 213,266,768 votes for Class III director election at 2026 annual meeting
Filler director election 208,610,112 votes for Class III director election at 2026 annual meeting
Mitts director election 208,586,360 votes for Class III director election at 2026 annual meeting
Williams director election 208,417,367 votes for Class III director election at 2026 annual meeting
Auditor ratification for votes 221,833,179 votes for Ratification of Ernst & Young LLP for 2026
Say-on-pay for votes 198,758,419 votes for Advisory approval of named executive officer compensation
Say-on-pay against votes 15,819,308 votes against Advisory approval of named executive officer compensation
Broker non-votes on pay 9,322,449 broker non-votes Advisory vote on executive compensation
broker non-votes financial
"Each nominee for Class III director was elected by a vote of the shareholders as follows"
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
"To ratify the selection of Ernst & Young 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.
named executive officer compensation financial
"To approve on an advisory basis the Company’s named executive officer compensation."
Pay and benefits disclosed for a company’s top executives identified in regulatory filings, including salary, bonuses, stock awards, option grants, pension contributions and other perks. Think of it as a public paycheck summary for senior managers that shows how they are rewarded and motivated. Investors use it to judge whether executive incentives align with shareholder interests, to assess potential costs and risks, and to evaluate corporate governance.
advisory basis financial
"To approve on an advisory basis the Company’s named executive officer compensation."
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Understanding 8-K Material Events →
0001967680FALSE00019676802026-05-132026-05-13

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 13, 2026
______________________________________________________
Veralto_tm_small.jpg
Veralto Corporation
(Exact Name of Registrant as Specified in Its Charter)
______________________________________________________
Delaware
(State or Other Jurisdiction of Incorporation)
001-41770
92-1941413
(Commission File Number)
(IRS Employer Identification No.)
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)
______________________________________________________
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 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. ☐



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:
For
198,758,419 
Against
15,819,308 
Abstain
292,194 
Broker Non-Votes
9,322,449 





ITEM 9.01.
FINANCIAL STATEMENTS AND EXHIBITS.
(d)
Exhibits
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.

VERALTO CORPORATION
Date: May 15, 2026
By:
 /s/ James A. Tanaka
Name: James A. Tanaka
Title: Vice President, Securities & Governance and Secretary




Source: View Original Filing on SEC EDGAR

FAQ

What did Veralto (VLTO) shareholders decide at the 2026 annual meeting?

Veralto shareholders elected four Class III directors to one-year terms, ratified Ernst & Young LLP as independent auditor for 2026, and approved the company’s named executive officer compensation on an advisory basis, based on the voting results disclosed.

Were Veralto (VLTO) director nominees elected at the 2026 shareholder meeting?

Yes. All four Class III director nominees, including Jennifer L. Honeycutt and Thomas L. Williams, were elected to one-year terms expiring at the 2027 annual meeting, each receiving more than 208 million votes in favor and relatively few votes against or abstentions.

Did Veralto (VLTO) shareholders approve the company’s auditor for 2026?

Yes. Shareholders ratified Ernst & Young LLP as Veralto’s independent registered public accounting firm for the year ending December 31, 2026, with 221,833,179 votes for, 1,608,856 votes against, and 750,335 abstentions recorded in the vote tally.

How did Veralto (VLTO) shareholders vote on executive compensation in 2026?

Shareholders approved, on an advisory basis, Veralto’s named executive officer compensation. The vote totals were 198,758,419 shares for approval, 15,819,308 against, 292,194 abstentions, and 9,322,449 broker non-votes, indicating overall support for the compensation program as presented.

What were the vote totals for Veralto (VLTO) director nominee Jennifer L. Honeycutt?

Jennifer L. Honeycutt received 213,266,768 votes for, 1,407,091 votes against, 196,062 abstentions, and 9,322,449 broker non-votes in her election as a Class III director, resulting in her election to a one-year term ending at the 2027 annual meeting.

Filing Exhibits & Attachments

3 documents

Other Documents