Vontier Corp
For the period ended May 28, 2024. Filed Apr 15, 2024.
View on SEC.govAbout this filing
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
Contents
Proxy Statement Summary
To assist you in reviewing the proposals to be acted upon at our 2024 Annual Meeting, below is a summary of information regarding the meeting contained elsewhere in this Proxy Statement. The following description is only a summary. For more information about these topics, please review the complete Proxy Statement.
2024 Annual Meeting of Stockholders
| DATE AND TIME: | May 28, 2024 at 4:30 p.m. ET |
| PLACE: | www.virtualshareholdermeeting.com/VNT2024 |
| RECORD DATE: | April 2, 2024 |
| VOTING: | Stockholders of Vontier’s common stock at the close of business on April 2, 2024 are entitled to one vote per share of common stock on each matter to be voted upon at the 2024 Annual Meeting of Stockholders (“Annual Meeting”) |
Items of Business
| Proposal | Vote Required | Board Recommendation |
|---|---|---|
| Proposal 1: Election of 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 until the 2025 annual meeting | For each nominee, majority of votes cast. | FOR each nominee |
| Proposal 2: Ratification of the selection of Ernst & Young LLP as Vontier’s independent registered public accounting firm for the year ending December 31, 2024 | The affirmative vote of a majority of the shares of Common Stock represented in person or by proxy. | FOR |
| Proposal 3: Approval, on an advisory basis, of Vontier’s named executive officer compensation as disclosed in this proxy statement | The affirmative vote of a majority of the shares of Common Stock represented in person or by proxy. | FOR |
| 2 | 2024 PROXY STATEMENT | Proxy Statement Summary |
Corporate Governance Highlights
Our Board of Directors (the “Board”) recognizes that enhancing and protecting long-term value for our stockholders requires a robust framework of corporate governance that serves the best interests of all our stockholders.
Our Corporate Governance Framework
Recent governance actions:
| 1. | Revised the Stock Ownership Guidelines to remove unvested performance stock units from counting towards the stock ownership requirements |
| 2. | Revised the Corporate Governance Guidelines to reduce the number of other boards a non-employee director may serve on from four to three |
| 3. | Revised the Compensation and Management Development Committee Charter to include responsibilities for: (i) overseeing and reviewing the leadership development and succession plans for the chief executive officer’s direct reports and (ii) reviewing the Company’s talent management program and human capital initiatives |
Additional highlights of our corporate governance framework:
| We have documented and executed our commitment to Board diversity in our Corporate Governance Guidelines and our Nominating and Governance Committee Charter | We have an Environmental, Social and Governance (“ESG”) program, and the Nominating and Governance Committee coordinates the Company’s Board committees’ oversight of ESG matters |
| Our Audit Committee Charter includes oversight of our cybersecurity with quarterly review by the Audit Committee of our cybersecurity planning, monitoring, risk management, remediation, and controls and full Board review annually | We have stock ownership requirements for non-CEO executive officers at a multiple of three times base salary and for CEO and directors at a multiple of five times base salary and annual cash retainer, respectively |
| Our Chair and CEO positions are separate, with an independent Chair | We maintain a majority vote requirement for the election of directors in uncontested elections |
| We have an anti-overboarding policy that limits the number of boards of other public companies on which our directors may serve to three | We have no shareholder rights plan |
| Proxy Statement Summary | 3 |
|---|
Stockholder Engagement
In 2023, the Company commenced a stockholder engagement program, because we believe stockholder engagement is one aspect of maintaining good corporate governance as well as transparency with regard to executive compensation matters. Our stockholder engagement program provides a mechanism to discuss issues of importance to stockholders that affect our business. During the last twelve months, we conducted outreach to stockholders that represent approximately 50% of our outstanding shares of Common Stock. We have duly considered the input from the stockholder outreach and incorporated suggestions as appropriate.
Compensation Governance Highlights
Implement Core Executive Compensation Principles Designed to Promote Alignment with the Interest of Stockholders
Performance Measures Aligned with Business Objectives
Pay for Performance
Maintain Stock Ownership Requirements
Maintain a Compensation Recoupment Policy
Maintain Market Competitive Vesting Schedules for Equity Awards
Require Minimum Vesting Schedule under our Equity Plan
Annual Compensation Risk Assessment
Engage an Independent Compensation Consultant
Limit Perquisites
Incorporate Long-Term Performance-Based Equity Awards for Executive Officers
No Excise Tax Gross-Ups
No “Single-Trigger” Change-in-Control Severance Benefits or Change-in-Control Equity Vesting
No Pledging of our Common Stock by Executive Officers
No Hedging Transactions by Executive Officers
No Evergreen Provision in Stock Incentive Plan
No Repricing of Stock Options
No Liberal Share Recycling under Stock Incentive Plan
No Liberal Definition of Change-in-Control
No Defined Benefit Plans for Executive Officers
| 4 | 2024 PROXY STATEMENT | Proxy Statement |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.