Veralto Corp
For the period ended May 14, 2025. Filed Mar 28, 2025.
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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 14, 2025 · Filed Mar 28, 2025
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Contents
Cover page
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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. __ )
| ☒ 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 2025 Annual Meeting of Shareholders
Items of Business
| 1 | To elect the four Class II directors named in the attached Proxy Statement to hold office until the 2028 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, 2025. |
| 3 | To approve on an advisory basis the Company’s named executive officer compensation. |
| 4 | To approve amendments to Veralto’s amended and restated certificate of incorporation to (a) phase out the classification of the Board of Directors, and (b) eliminate the supermajority voting requirements. |
| 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 24, 2025 can vote at Veralto’s 2025 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 28, 2025.
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 online during the meeting by following the instructions on page 92
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 meeting will be held online. 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.
By order of the Board of Directors,
JAMES A. TANAKA
Vice President, Securities & Governance and Secretary
| 2025 PROXY STATEMENT | i |
|---|
IMPORTANT NOTICE Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on May 14, 2025. 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 | 10 |
| CORPORATE GOVERNANCE | 17 |
| DIRECTOR COMPENSATION | 32 |
| DIRECTOR INDEPENDENCE AND RELATED PERSON TRANSACTIONS | 35 |
| BENEFICIAL OWNERSHIP OF VERALTO COMMON STOCK BY DIRECTORS, OFFICERS AND PRINCIPAL SHAREHOLDERS | 36 |
| PROPOSAL 2 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 38 |
| COMPENSATION DISCUSSION AND ANALYSIS | 41 |
| COMPENSATION TABLES AND INFORMATION | 60 |
| SUMMARY OF EMPLOYMENT AGREEMENTS AND PLANS | 77 |
| PROPOSAL 3 – ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION | 86 |
| PROPOSALS 4A AND 4B - APPROVAL OF AMENDMENTS TO OUR CERTIFICATE OF INCORPORATION | 88 |
| GENERAL INFORMATION ABOUT THE ANNUAL MEETING | 91 |
| OTHER INFORMATION | 96 |
| APPENDIX A RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES | 98 |
| APPENDIX B: SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION | 100 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.