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Vontier (NYSE: VNT) investors approve directors, say-on-pay and Ernst & Young

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

Rhea-AI Filing Summary

Vontier Corporation reported the results of its Annual Meeting of stockholders held on June 4, 2026. Stockholders elected seven directors, including Karen C. Francis and J. Darrell Thomas, to one-year terms ending at the 2027 Annual Meeting.

Ernst & Young LLP was ratified as Vontier’s independent registered public accounting firm for the year ending December 31, 2026, with over 131 million votes cast in favor. Stockholders also approved, on an advisory basis, the company’s named executive officer compensation, with over 123 million votes for and relatively few votes 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.
Director vote – Karen C. Francis 120,399,316 for; 5,720,850 against Election to board at Annual Meeting on June 4, 2026
Director vote – J. Darrell Thomas 124,223,832 for; 1,894,339 against Election to board at Annual Meeting on June 4, 2026
Auditor ratification 131,679,258 for; 47,939 against Ernst & Young LLP for year ending December 31, 2026
Say-on-pay for votes 123,264,464 for; 2,779,529 against Advisory approval of named executive officer compensation
Broker non-votes on say-on-pay 5,621,978 broker non-votes Advisory executive compensation proposal
broker non-votes financial
"Broker Non-Votes | 5,621,978"
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
"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
"the Company’s named executive officer compensation as disclosed in the proxy statement"
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"
Annual Meeting of Stockholders financial
"At the Annual Meeting of Vontier Corporation held on June 4, 2026"
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Understanding 8-K Material Events →
0001786842FALSE00017868422026-06-042026-06-04

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
June 4, 2026
Date of Report (Date of Earliest Event Reported)
Vontier Corporation
(Exact Name of Registrant as Specified in Its Charter)

Delaware
001-39483
84-2783455
(State or Other Jurisdiction
Of Incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
5438 Wade Park Boulevard, Suite 600
Raleigh, NC 27607
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (984) 275-6000
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
Name of Each Exchange on Which Registered
Common stock, par value $0.0001 per share
VNT
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 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Vontier Corporation (the “Company”) held on June 4, 2026 the Company’s stockholders voted on the following three proposals and cast their votes as described below:

Proposal 1: To elect Karen C. Francis, Gloria R. Boyland, Robert L. Eatroff, David M. Foulkes, Mark D. Morelli, Maryrose Sylvester and J. Darrell Thomas to serve for an annual term expiring at the 2027 Annual Meeting of Stockholders of the Company and until their successors are duly elected and qualified. Each of Mses. Francis, Boyland and Sylvester and Messrs. Eatroff, Foulkes, Morelli and Thomas was elected for an annual term by a vote of the Company’s stockholders as follows:

For
Against
Abstain
Broker Non-Votes
Karen C. Francis
120,399,316
5,720,850
49,545
5,621,978
Gloria R. Boyland
120,327,034
5,792,894
49,783
5,621,978
Robert L. Eatroff
120,445,887
5,671,834
51,990
5,621,978
David M. Foulkes
123,758,112
2,355,323
56,276
5,621,978
Mark D. Morelli
120,440,378
5,678,758
50,575
5,621,978
Maryrose Sylvester
120,197,545
4,703,652
1,268,514
5,621,978
J. Darrell Thomas
124,223,832
1,894,339
51,540
5,621,978

Proposal 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 the Company’s stockholders as follows:

For
131,679,258
Against
47,939
Abstain
64,492

Proposal 3: To approve, on an advisory basis, the Company’s named executive officer compensation as disclosed in the proxy statement for the Annual Meeting. The proposal was approved, on an advisory basis, by a vote of the Company’s stockholders as follows:

For
123,264,464
Against
2,779,529
Abstain
125,718
Broker Non-Votes
5,621,978







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.
VONTIER CORPORATION
Date:
June 4, 2026
By:
/s/ Courtney Kamlet
Name:
Courtney Kamlet
Title:
Vice President - Chief Governance Officer & Chief of Staff

Source: View Original Filing on SEC EDGAR

FAQ

What did Vontier (VNT) stockholders approve at the June 4, 2026 Annual Meeting?

Vontier stockholders approved all three proposals at the Annual Meeting. They elected seven directors for one-year terms, ratified Ernst & Young LLP as auditor for 2026, and supported the company’s named executive officer compensation on an advisory say-on-pay basis.

Which directors were elected to Vontier’s board at the 2026 Annual Meeting?

Seven nominees were elected to Vontier’s board: Karen C. Francis, Gloria R. Boyland, Robert L. Eatroff, David M. Foulkes, Mark D. Morelli, Maryrose Sylvester, and J. Darrell Thomas. Each will serve a one-year term ending at the 2027 Annual Meeting of Stockholders.

How did Vontier (VNT) shareholders vote on the 2026 auditor ratification?

Shareholders strongly supported ratifying Ernst & Young LLP as Vontier’s independent registered public accounting firm for 2026. The proposal received 131,679,258 votes for, 47,939 votes against, and 64,492 abstentions, indicating broad backing for the company’s external auditor choice.

What was the result of Vontier’s 2026 say-on-pay vote on executive compensation?

Vontier’s say-on-pay proposal received majority support from shareholders. There were 123,264,464 votes for, 2,779,529 against, and 125,718 abstentions, with 5,621,978 broker non-votes, indicating advisory approval of the company’s named executive officer compensation disclosed in the proxy statement.

Did any Vontier (VNT) director nominee face significant opposition in the 2026 vote?

All Vontier director nominees received substantial support. For example, Karen C. Francis received 120,399,316 votes for and 5,720,850 against, while J. Darrell Thomas received 124,223,832 votes for and 1,894,339 against, indicating comfortable margins for each elected director.

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