Veralto Corp
For the period ended Mar 29, 2024. Filed Mar 29, 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.
Mar 29, 2024 · Filed Mar 29, 2024
Use the contents to explore the available documents and sections.
Contents
Cover page
Show cover page
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 |
|---|
| Check the appropriate box: | |
|---|---|
| ☐ | 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 Pursuant to § 240.14a-12 |
VERALTO 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 Shareholders
Items of Business
| 1 | To elect the three Class I directors named in the attached Proxy Statement to hold office until the 2027 annual meeting of shareholders and until their successors are elected and qualified. |
| 2 | To ratify the selection of Ernst & Young LLP as Veralto’s independent registered public accounting firm for the year ending December 31, 2024. |
| 3 | To approve on an advisory basis the Company’s named executive officer compensation. |
| 4 | To hold an advisory vote relating to the frequency of future shareholder advisory votes on the Company’s named executive officer compensation. |
| 5 | To consider and act upon such other business as may properly come before the meeting or at any postponement or adjournment thereof. |
Who Can Vote
Shareholders of Veralto common stock at the close of business on March 25, 2024 can vote at Veralto’s 2024 Annual Meeting. 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.
Date of Mailing
We intend to mail the Notice Regarding the Availability of Proxy Materials (“Notice of Internet Availability”), or the Proxy Statement and proxy card as applicable, to our shareholders on or about March 29, 2024.
By order of the Board of Directors,
JAMES A. TANAKA
Vice President, Securities & Governance and Secretary
May 21, 20249:00 a.m. Eastern TimeLocations:Conference Center 225 Wyman Street Waltham, MA 02451and Webcast in a virtual format at virtualshareholdermeeting.com/VLTO2024
REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF THE FOLLOWING WAYS:
VIA THE INTERNET Visit the website listed on your Notice of Internet Availability, proxy card or voting instruction form
BY TELEPHONE Call the telephone number on your proxy card or voting instruction form
BY MAIL Sign, date and return your proxy card or voting instruction form in the enclosed envelope
DURING THE ANNUAL MEETING While we encourage you to vote before the meeting, shareholders may vote in person or online during the meeting by following the instructions on p. XX
Please refer to the enclosed proxy materials or the information forwarded by your bank, broker, trustee or other intermediary to see which voting methods are available to you.
Attending the Meeting
The hybrid meeting will be held in person and online. Shareholders who wish to attend the meeting in person should review the instructions set forth in the attached Proxy Statement under “General Information About the Annual Meeting – Attending the Meeting.” To attend the virtual meeting, you will need to enter the 16-digit control number included on your proxy card, Notice of Internet Availability or voting instruction form.
| 2024 PROXY STATEMENT | i |
|---|
IMPORTANT NOTICE Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on May 21, 2024. This Proxy Statement and the accompanying Annual Report are available free of charge at: materials.proxyvote.com/92338C or investors.veralto.com/annual-report-and-proxy.
| PROXY STATEMENT SUMMARY | 1 |
| PROPOSAL 1 – ELECTION OF DIRECTORS | 8 |
| CORPORATE GOVERNANCE | 15 |
| DIRECTOR COMPENSATION | 26 |
| DIRECTOR INDEPENDENCE AND RELATED PERSON TRANSACTIONS | 29 |
| BENEFICIAL OWNERSHIP OF VERALTO COMMON STOCK BY DIRECTORS, OFFICERS AND PRINCIPAL SHAREHOLDERS | 33 |
| PROPOSAL 2 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 35 |
| COMPENSATION DISCUSSION AND ANALYSIS | 38 |
| COMPENSATION TABLES AND INFORMATION | 57 |
| SUMMARY OF EMPLOYMENT AGREEMENTS AND PLANS | 73 |
| PROPOSAL 3 – ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION | 82 |
| PROPOSAL 4 – ADVISORY VOTE ON FREQUENCY OF FUTURE ADVISORY VOTES RELATING TO THE COMPANY'S NAMED EXECUTIVE OFFICER COMPENSATION | 84 |
| GENERAL INFORMATION ABOUT THE ANNUAL MEETING | 85 |
| OTHER INFORMATION | 90 |
| APPENDIX A RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES | 92 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.