Vontier Corp
For the period ended May 28, 2024. Filed Apr 15, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 28, 2024 · Filed Apr 15, 2024
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UNITED STATES**
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
| ☒ | Filed by the Registrant | ☐ | Filed by a Party other than the Registrant |
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| Check the appropriate box: | |
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| ☐ | Preliminary Proxy Statement |
| ☐ | CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Under Rule 14a-12 |
Vontier Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)
| Payment of Filing Fee (Check the appropriate box): | |
|---|---|
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Notice of 2024 Annual Meeting of Stockholders
| Notice of 2024 Annual Meeting of Stockholders | VONTIER CORPORATION 5438 Wade Park Boulevard, Suite 600 Raleigh, North Carolina 27607 |
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| WHEN: | WHERE: | ITEMS OF BUSINESS: | DATE OF MAILING: | WHO CAN VOTE: | ||||
| May 28, 2024 at 4:30 p.m. ET | Online only via live webcast | 3 proposals as listed below | The date of mailing of this Proxy Statement is on or about April 15, 2024. | Stockholders of Vontier’s common stock at the close of business on April 2, 2024. |
Items of Business:
| 1. | To elect Mses. Karen C. Francis, Gloria R. Boyland and Maryrose Sylvester and Messrs. David M. Foulkes, Christopher J. Klein and Mark D. Morelli to serve as directors for a one-year term expiring at the 2025 annual meeting of stockholders and until their successors have been elected and qualified. |
| 2. | To ratify the selection of Ernst & Young LLP as Vontier’s independent registered public accounting firm for the year ending December 31, 2024. |
| 3. | To approve, on an advisory basis, Vontier’s named executive officer compensation as disclosed in this proxy statement. |
| 4. | To consider and act upon such other business as may properly come before the meeting or any adjournment thereof. |
YOUR VOTE IS IMPORTANT. PLEASE SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS AT YOUR EARLIEST CONVENIENCE, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING.
Most stockholders have a choice of voting over the Internet, by telephone or by using a traditional proxy card or voting instruction form. Please refer to the attached proxy materials or the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 28, 2024:
We are pleased to take advantage of the U.S. Securities and Exchange Commission rules that allow us to furnish these proxy materials and our Annual Report to Stockholders, including financial statements, via the Internet. On or about April 15, 2024, we mailed to our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement and Annual Report to Stockholders and how to vote. We believe that posting these materials on the Internet enables us to provide stockholders with the information they need to vote more quickly, while lowering the cost and reducing the environmental impact of printing and delivering annual meeting materials. The Notice of Internet Availability, Notice of Annual Meeting, Proxy Statement and the Annual Report are available at: www.proxyvote.com.
By Order of the Board of Directors,
Courtney S. Kamlet
Corporate Secretary
April 15, 2024
| 2024 PROXY STATEMENT | Table of Contents |
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Table of Contents
| 1 | Proxy Statement Summary |
| 4 | Proxy Statement |
| 4 | Purpose of the Annual Meeting |
| 4 | Who Can Attend the Annual Meeting |
| 4 | Outstanding Stock and Voting Rights |
| 5 | Solicitation of Proxies |
| 5 | Proxy Instructions |
| 5 | Notice of Electronic Availability of Proxy Materials |
| 5 | Voting Requirements With Respect to Each of the Proposals Described in this Proxy Statement |
| 6 | Voting Methods |
| 7 | Changing Your Vote |
| 7 | Householding |
| 8 | Beneficial Ownership of Common Stock by Directors, Officers and Principal Stockholders |
| 10 | Proposal 1. Election of Directors |
| 10 | Election of Directors |
| 12 | Director Nominees – For Terms Expiring at this Annual Meeting |
| 16 | Class II Directors with Terms Expiring in 2025 |
| 18 | Corporate Governance |
| 18 | Corporate Governance Guidelines, Committee Charters and Code of Conduct |
| 18 | Board Leadership Structure, Risk Oversight and Management Succession Planning |
| 21 | Board of Directors and Committees of the Board |
| 21 | Audit Committee |
| 22 | Compensation and Management Development Committee |
| 22 | Nominating and Governance Committee |
| 23 | Capital Deployment Advisory Group |
| 23 | Director Nomination Process |
| 25 | Environmental, Social and Governance |
| 28 | Certain Relationships and Related Transactions |
| 28 | Policy |
| 29 | Director Compensation |
| 29 | Summary of Director Compensation |
| 30 | Director Compensation Table |
| 31 | Proposal 2. Ratification of Independent Registered Public Accounting Firm |
| 31 | Fees Paid to Independent Registered Public Accounting Firm |
| 32 | Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors |
| 33 | Audit Committee Report |
| 34 | Compensation Discussion and Analysis |
| 46 | Compensation Tables |
| 46 | Summary Compensation Table |
| 47 | Grants of Plan-Based Awards for Fiscal 2023 |
| 47 | Outstanding Equity Awards at 2023 Fiscal Year-End |
| 48 | Option Exercises and Stock Vested During Fiscal 2023 |
| 49 | Pension Benefits for Fiscal 2023 |
| 49 | Nonqualified Deferred Compensation for Fiscal 2023 |
| 49 | Potential Payments Upon Termination as of 2023 Fiscal Year-End |
| 51 | Pay Ratio Disclosure |
| 52 | Compensation Committee Report |
| 53 | Pay Versus Performance Disclosure |
| 57 | Equity Compensation Plan Information |
| 58 | Proposal 3. Advisory Vote on Executive Compensation |
| 59 | Other Matters |
| 59 | Website Disclosure |
| 60 | Stockholder Proposals for Next Year’s Annual Meeting |
| Proxy Statement Summary | 1 |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.