Vontier Corp
For the period ended Jun 4, 2026. Filed Apr 10, 2026.
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.
Jun 4, 2026 · Filed Apr 10, 2026
Contents
Proxy Statement Summary
| Proxy Statement Summary | 1 |
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Proxy Statement Summary
To assist you in reviewing the proposals to be acted upon at our 2026 Annual Meeting of Stockholders (the "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.
2026 Annual Meeting of Stockholders
| DATE AND TIME: | June 4, 2026 at 12:30 p.m. ET | |||
| PLACE: | www.virtualshareholdermeeting.com/VNT2026 | |||
| RECORD DATE: | April 6, 2026 | |||
| Holders of shares of Vontier's common stock, $0.0001 par value ("Common Stock") at the close of business on April 6, 2026 are entitled to one vote per share of Common Stock on each matter to be voted upon at the 2026 Annual Meeting | ||||
| VOTING: | ||||
Items of Business
| Proposal | Vote Required | Board Recommendation |
| Proposal 1: Election of 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 until the 2027 Annual Meeting of Stockholders | 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, 2026 | 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 | 2026 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:
Revised the Corporate Governance Guidelines to expressly denote that all directors are committed to continuing education.
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; unvested performance stock units do not count towards the stock ownership requirements |
| 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 |
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Stockholder Engagement
In 2025, the Company continued its 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 68% 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
| WHAT WE DO | WHAT WE DON'T DO |
| Implement Core Executive Compensation Principles Designed to Promote Alignment with the Interest of Stockholders | No Excise Tax Gross-Ups |
| Performance Measures Aligned with Business Objectives | No “Single-Trigger” Change-in-Control Severance Benefits or Change-in-Control Equity Vesting |
| Pay for Performance | No Pledging of our Common Stock by Executive Officers |
| Maintain Stock Ownership Requirements | No Hedging Transactions by Executive Officers |
| Maintain a Compensation Recoupment Policy | No Evergreen Provision in Stock Incentive Plan |
| Maintain Market Competitive Vesting Schedules for Equity Awards | No Repricing of Stock Options |
| Require Minimum Vesting Schedule under our Equity Plan | No Liberal Share Recycling under Stock Incentive Plan |
| Annual Compensation Risk Assessment | No Liberal Definition of Change-in-Control |
| Engage an Independent Compensation Consultant | No Defined Benefit Plans for Executive Officers |
| Limit Perquisites | |
| Incorporate Long-Term Performance-Based Equity Awards for Executive Officers |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.