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Vontier Corp

For the period ended Jun 4, 2026. Filed Apr 10, 2026.

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About 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.

Jun 4, 2026 · Filed Apr 10, 2026

VNT$42.23+5.8%Stored close · as of Nov 6, 2026
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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. )

xFiled by the RegistrantoFiled by a Party other than the Registrant
Check the appropriate box:
oPreliminary Proxy Statement
oCONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
xDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting 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):
xNo fee required.
oFee paid previously with preliminary materials.
oFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Notice of 2026 Annual Meeting of Stockholders

Notice of 2026 Annual Meeting of Stockholders

Notice of 2026 Annual Meeting of StockholdersVONTIER CORPORATION5438 Wade Park Boulevard, Suite 600Raleigh, North Carolina 27607
WHEN:WHERE:ITEMS OF BUSINESS:DATE OF MAILING:WHO CAN VOTE:
June 4, 2026 at 12:30 p.m. ETOnline only via live webcast3 proposals as listed belowThe date of mailing of this Proxy Statement is on or about April 10, 2026.Stockholders of Vontier’s common stock at the close of business on April 6, 2026.

Items of Business:

1.To elect Mses. Karen C. Francis, Gloria R. Boyland and Maryrose Sylvester and Messrs. Robert L. Eatroff, David M. Foulkes, Mark D. Morelli and J. Darrell Thomas to serve as directors for a one-year term expiring at the 2027 Annual Meeting of Stockholders and until their successors have been elected and qualified.

2.To ratify the appointment of Ernst & Young LLP as Vontier’s independent registered public accounting firm for the year ending December 31, 2026.

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 OUR 2026 ANNUAL MEETING OF STOCKHOLDERS.

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 JUNE 4, 2026:

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 10, 2026, 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 10, 2026

2026 PROXY STATEMENTTable of Contents

Table of Contents

1Proxy Statement Summary
4Proxy Statement
4Purpose of the Annual Meeting
4Who Can Attend the Annual Meeting
4Outstanding Stock and Voting Rights
5Solicitation of Proxies
5Proxy Instructions
5Notice of Electronic Availability of Proxy Materials
5Voting Requirements With Respect to Each of the Proposals Described in this Proxy Statement
6Voting Methods
7Changing Your Vote
7Householding
8Beneficial Ownership of Common Stock by Directors, Officers and Principal Stockholders
10Proposal 1. Election of Directors
10Election of Directors
12Director Nominees – For Terms Expiring at this Annual Meeting
17Corporate Governance
17Corporate Governance Guidelines, Committee Charters and Code of Conduct
17Board Leadership Structure, Risk Oversight, Sustainability Oversight and Management Succession Planning
20Board of Directors and Committees of the Board
20Audit Committee
21Compensation and Management Development Committee
21Nominating and Governance Committee
22Capital Deployment Advisory Group
22Director Nomination Process
24Certain Relationships and Related Transactions
24Policy
25Director Compensation
25Summary of Director Compensation
26Director Compensation Table
27Proposal 2. Ratification of Independent Registered Public Accounting Firm
27Fees Paid to Independent Registered Public Accounting Firm
28Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors
29Audit Committee Report
30Compensation Discussion and Analysis
42Compensation Committee Report
42Compensation Tables
42Summary Compensation Table
43Grants of Plan-Based Awards for Fiscal 2025
44Outstanding Equity Awards at 2025 Fiscal Year-End
45Option Exercises and Stock Vested During Fiscal 2025
45Pension Benefits for Fiscal 2025
45Nonqualified Deferred Compensation for Fiscal 2025
46Potential Payments Upon Termination as of 2025 Fiscal Year-End
47Pay Ratio Disclosure
48Pay Versus Performance Disclosure
52Equity Compensation Plan Information
53Proposal 3. Advisory Vote on Executive Compensation
54Other Matters
54Website Disclosure
55Stockholder Proposals for Next Year’s Annual Meeting
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.