Veralto Corp

To assist you in reviewing the proposals to be acted upon at our 2024 Annual Meeting, below is summary information regarding the meeting, each proposal to be voted upon at the meeting and Veralto Corporation’s business performance, corporate governance, sustainability program and executive compensation. The following description is only a summary and does not contain all of the information you should consider before voting. For more information about these topics, please review Veralto’s Annual Report on Form 10-K for the year ended December 31, 2023 and the complete Proxy Statement. In this Proxy Statement, the terms “Veralto” or the “Company” refer to Veralto Corporation, Veralto Corporation and its consolidated subsidiaries or the consolidated subsidiaries of Veralto Corporation, as the context requires. All financial data in this Proxy Statement refers to continuing operations unless otherwise indicated.

2024 Annual Meeting of Shareholders

Voting Matters

Please see the sections titled “General Information About the Meeting” and “Other Information” beginning on page 84 for important information about the proxy materials, voting, the Annual Meeting, Company documents, communications and the deadlines to submit shareholder proposals and director nominations for next year’s annual meeting of shareholders.

Company Overview and Separation

Veralto’s unifying purpose is Safeguarding the World’s Most Vital Resources TM. Our diverse group of leading operating companies provide essential technology solutions that monitor, enhance and protect key resources around the globe. We are committed to the advancement of public health and safety and believe we are positioned to support our customers as they address large global challenges including environmental resource sustainability, water scarcity, management of severe weather events, food and pharmaceutical security, and the impact of an aging workforce. For decades, we have used our scientific expertise and innovative technologies to address complex challenges our customers face across regulated industries – including municipal utilities, food and beverage, pharmaceutical and industrials – where the consequence of failure is high. Through our core offerings in water analytics, water treatment, marking and coding, and packaging and color, customers look to our solutions to help ensure the safety, quality, efficiency and reliability of their products, processes and people globally. Veralto is headquartered in Waltham, Massachusetts with a workforce of approximately 16,000 associates strategically located in more than 45 countries.

On August 24, 2023, the board of directors of Danaher Corporation (“Danaher”) approved the separation of Danaher’s Environmental & Applied Solutions segment through the pro rata distribution of all of the issued and outstanding common stock of Veralto to Danaher's shareholders (the “Separation”). Veralto completed its separation from Danaher on September 30, 2023, the first day of our fiscal fourth quarter, in the form of a pro rata distribution to Danaher shareholders of record on September 13, 2023 of all of the issued and outstanding shares of Veralto common stock held by Danaher. Each Danaher shareholder of record received one share of Veralto common stock for every three shares of Danaher common stock held. Because September 30, 2023 was a Saturday, and not a business day, the shares were credited to “street name” shareholders through the Depository Trust Company on the first trading day thereafter, October 2, 2023. Veralto common stock began “regular way” trading on the New York Stock Exchange under the ticker symbol “VLTO” on October 2, 2023. We are now a fully independent public company.

Corporate Governance Highlights

Our Board of Directors recognizes that Veralto’s success over the long term requires a robust framework of corporate governance that serves the best interests of all our shareholders and promotes robust risk oversight.

Below are highlights of our corporate governance framework:

Our Chair and CEO positions are separate, with an independent Chair.

Independent directors meet regularly without management.

Recommendation to our shareholders pursuant to Proposal 4 to hold a say-on-pay advisory vote every year.

We have robust stock ownership requirements for our directors and executive officers.

Director orientation and continuing education programs for directors.

We have no shareholder rights plan.

Our corporate governance guidelines limit the number of boards of other public companies on which our directors may serve to four.

We maintain a related person transaction policy with oversight by the Nominating and Governance Committee.

All members of the Audit Committee are audit committee financial experts.

All members of our Audit, Compensation and Nominating and Governance Committees are independent as defined by the New York Stock Exchange listing standards and applicable SEC rules.

Shareholder Engagement

We actively seek and highly value feedback from our shareholders. During 2023, our Investor Relations outreach efforts focused on engaging investors and shareholders in connection with our Separation from Danaher on topics including our business strategy and financial performance, governance and sustainability initiatives. Attendees included members of our senior management and, in some cases, members of our Board. We shared feedback received during these meetings with our Board, informing their decision-making.

Board of Directors

Below is an overview of each of the Class I director nominees you are being asked to elect at the Annual Meeting and of each of our continuing directors.

A = Audit Committee C = Compensation Committee N = Nominating and Governance Committee

Director Diversity

Skills and Experience

2023 Meeting Attendance

Sustainability at Veralto

ProductsOur products monitor, enhance and protect vital resources.•Helping to ensure safe water for more than 3.4 billion people every day in 2022 – approximately 40% of the global population.•Helping to ensure transparency, safety, authenticity, tracking and traceability of an estimated more than 10 billion codes printed around the world daily in 2022.

PlanetWe mitigate our impact on the planet by continually improving how we work.•72% of waste diverted from landfill or incineration in 2022, +10% vs. 2021•5.4% reduction in total water use in 2022 vs. 2021•We have reduced our Scope 1+2 GHG emissions 0.6% in 2022 from 2021 and are working towards further reductions as we determine our future climate targets as a newly-formed independent company.

PeopleOur people create innovative solutions, breakthrough thinking, and a strong company community.•32% of 2022 global workforce was women•27% of 2022 US workforce was people of color (POC)•65% of 2022 US new hires were diverse (women and/or POC)•100% pay equity maintained in the US (gender/race) and achieved globally for women

Veralto Enterprise System and Corporate Governance

The Veralto Enterprise System (VES) and strong corporate governance help us to accomplish our goals according to our values.•VES is a business management system that applies our culture of continuous improvement, along with transparency and accountability, to create enduring impact. These principles underpin who we are and how we act as an organization. •To learn more about Veralto’s sustainability journey and access important sustainability-related policies, visit us at Veralto.com/Sustainability.

Executive Compensation Highlights

Overview of Executive Compensation Program

As discussed in detail under “Compensation Discussion and Analysis,” with the goal of building long-term value for our shareholders, we have developed an executive compensation program designed to:

•attract and retain executives with the leadership skills, attributes and experience necessary to succeed in an enterprise with Veralto’s size, diversity and global footprint;

•motivate executives to demonstrate exceptional personal performance and perform consistently at or above the levels that we expect, over the long term and through a range of economic cycles; and

•link compensation to the achievement of corporate goals that we believe best correlate with the creation of long-term shareholder value.

To achieve these objectives, in particular, beginning in 2024, our first full fiscal year as an independent public company, our compensation program combines annual and long-term components, cash and equity, and fixed and variable elements, with a bias toward long-term, performance-based equity awards tied closely to shareholder returns and subject to significant vesting periods. Our executive compensation program rewards our executive officers when they help increase long-term shareholder value, achieve annual business goals and build long-term careers with Veralto.

Compensation Governance

Our Compensation Committee also recognizes that the success of our executive compensation program over the long term requires a robust framework of compensation governance. As a result, the Compensation Committee has established a process to regularly review external executive compensation practices and trends. The Compensation Committee has incorporated Danaher’s best practices into the Veralto executive compensation program:

Named Executive Officers’ 2023 Compensation

The Company believes in pay for performance and aligning pay with shareholder interests and the Company’s business objectives. Prior to separation, Ms. Honeycutt served as an executive officer of Danaher and, as such, her pre-Separation compensation was determined and approved by Danaher’ compensation committee (the “Danaher Compensation Committee”). Each of the other Veralto named executive officers (“NEOs”) was employed or hired by Danaher before Separation, but none were executive officers of Danaher. The pre-Separation target compensation for our NEOs hired or re-hired during 2023, including any sign-on bonuses or equity grants negotiated to offset any foregone compensation or other incentive compensation at their respective prior employers, was determined by the Danaher Compensation Committee. The pre-Separation target compensation of each of the remaining NEOs other than Ms. Honeycutt was generally determined by the officer’s manager with input from Danaher’s chief executive officer in certain cases, except that their equity awards were ultimately subject to approval by the Danaher Compensation Committee.

In anticipation of the Separation, the portion of target compensation that would customarily be provided as long-term incentives subject to performance goals, was awarded in the form of RSUs. Beginning in 2024, the majority of executive compensation will be tied to performance in the form of annual incentives and performance stock units. As displayed in the charts below, in 2023, 87.3% of the target compensation for Ms. Honeycutt was in the form of performance-based and/or equity based compensation, with the remaining 12.7% set as fixed pay or other compensation. For our other NEOs, 79.2% of their target compensation was performance-based and/or equity based compensation with the remaining 20.8% set as fixed pay or other compensation.

We encourage you to read our Compensation Discussion and Analysis (“CD&A”), which begins on page 38 and describes our pay for performance philosophy and each element of compensation. Our Board of Directors recommends approval, on an advisory basis, of the compensation of our NEOs, as further described in the CD&A and “Proposal 3 – Advisory Vote on Executive Compensation” beginning on page 82.

The graphics below illustrate, for Ms. Honeycutt and separately for the other NEOs in aggregate, the percentage of 2023 compensation that each element of compensation accounted for (based on the amounts reported in the 2023 Summary Compensation Table):

Amounts may not total 100% due to rounding