Veralto Corp

To assist you in reviewing the proposals to be acted upon at our 2025 Annual Meeting of Shareholders (the 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, 2024 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.

2025 Annual Meeting of Shareholders

Voting Matters

Please see the sections titled “General Information About the Meeting” and “Other Information” beginning on page 91 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

Veralto’s unifying purpose is Safeguarding the World’s Most Vital Resources TM. Our leading operating companies provide essential technology solutions that monitor, enhance and protect key resources around the globe — helping ensure access to clean water, safe food and trusted essential goods. We are committed to the advancement of public health and safety and believe we are well-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 nearly 17,000 associates strategically located in more than 60 countries.

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.

2024 Performance Highlights

In 2024, our first full year as a public company, we grew our business, strengthened our portfolio, and delivered attractive value creation for all stakeholders. In doing so, three notable accomplishments stand out:

•We delivered on ourfinancial commitments

•We increased our growth investments

•We strengthened ourportfolio and increased ourdividend

Looking at our financial performance for the year, we delivered core sales growth, adjusted operating profit margin expansion, double-digit growth in adjusted earnings per share growth and strong cash flow. Our growth in 2024 demonstrates the durability of our businesses, fortified by the Veralto Enterprise System. Our simplification of VES and focus on leveraging high impact tools drove sales growth and margin expansion. Our results reflect our team’s focus and application of VES tools to enhance commercial architecture, improve funnel management and increase lead generation.

2024 Veralto Share Price Performance:

Corporate Governance Highlights

Our Board recognizes that Veralto’s success over the long term requires a robust framework of corporate governance that serves the best interests of all shareholders. In light of its dedication to strong corporate governance, our Board has approved the following corporate governance matters following the separation of Veralto from Danaher Corporation (Danaher) in 2023 (the Separation):

Recent governance actions:

Board composition is critical, and, together with the Board purposefully-built as part of the Separation, Veralto continues to seek to optimize the mix of skills and expertise represented on our Board, as evidenced by the appointment of an additional independent director with new digital skills and expertise.

Declassification of the Board of Directors to provide for the annual election of directors after a sunset period. The classified board structure was approved by Danaher, our former parent, prior to the Separation. Our Board approved, at the recommendation of our Nominating and Governance Committee, the phased declassification of the Board, subject to the approval by our shareholders of Proposal 4A described further in this proxy.

Elimination of the supermajority voting requirements applicable to shares of common stock in our governance documents. The supermajority voting requirements were approved by Danaher prior to the Separation. Our Board approved, at the recommendation of our Nominating and Governance Committee, the elimination of the supermajority voting requirements, subject to the approval of our shareholders of Proposal 4B described further in this proxy.

In 2024, every member of the Veralto executive team had sustainability goals tied to their personal performance objectives, which are linked to compensation.

Implemented a sustainability program, with oversight by the Nominating and Governance Committee, and launched our inaugural and second Sustainability Reports.

Conducted our inaugural annual self-assessment process to assess, in detail, the effectiveness of the Board and each of its committees.

Enhanced the existing anti-overboarding provisions in our corporate governance guidelines to limit directors who are public company executives to only one additional board membership.

Additional highlights of our corporate governance framework:

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

Independent directors meet regularly without management.

We hold a say-on-pay advisory vote every year.

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

We maintain a comprehensive clawback policy to both time-based and performance-based awards with expanded recoupment provisions beyond SEC requirements.

We maintain VES-focused orientation and continuing education programs for directors.

We have no shareholder rights plan.

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

75% of 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 2024, our Investor Relations outreach efforts focused on engaging shareholders and investors in connection with topics including our business strategy, acquisitions, end market trends, financial performance, governance and sustainability initiatives. Attendees included members of our senior management. We shared feedback received during these meetings with our Board, informing their oversight.

Board of Directors

Below is an overview of each of the Class II 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 Demographics

Skills and Experience

2024 Meeting Attendance

Sustainability at Veralto

ProductsOur products monitor, enhance and protect vital resources.•3.4 billion people around the world benefit from Hach solutions that help ensure clean water for daily use.•81 billion gallons of water that ChemTreat helped customers save.•13 trillion gallons of water treated and recycled through Trojan Technology systems.•10 billion products marked and coded daily by Videojet customers to support customers.Additionally, Veralto set an initial target for our EcoVadis responsible supply chain program to cover at least 40% of our annual supplier spend.

PlanetWe mitigate our impact on the planet by continually improving how we work.In 2024:•We set a climate target to reduce our combined Scope 1+2 GHG emissions by 54.6% from a 2023 baseline by 2033.•We published a Water Stewardship Policy detailing Veralto’s commitments to responsible water management.•In November 2024, we committed to setting a Science-Based Target within two years.•We participated in the CDP Climate and Water Security scorecards for the first time as a public company.

PeopleOur people create innovative solutions, breakthrough thinking, and a strong company community.•58% of new hires in the U.S. were diverse (women and/or POC).•100% pay equity was maintained in the U.S. (gender/race). •In 2024, every member of the Veralto executive team had sustainability goals tied to their personal performance objectives, which are linked to compensation.

Unless otherwise noted, all data presented is as of December 31, 2023.

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, complexity 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, our Compensation Committee has established a process to regularly review external executive compensation practices and trends. The Company engages in leading compensation practices as follows:

Named Executive Officers’ 2024 Compensation

The Company believes in pay for performance and aligning pay with shareholder interests and the Company’s business objectives.

In 2024, the majority of executive compensation is tied to performance in the form of annual incentives and long-term equity compensation (such as performance share units). As displayed in the charts below, in 2024, 88.6% of the target compensation for Ms. Honeycutt was in the form of performance-based and/or equity based compensation, with the remaining 11.4% set as fixed pay or other compensation. For our other NEOs, 71.4% of their target compensation was performance-based and/or equity based compensation with the remaining 28.6% set as fixed pay or other compensation.

We encourage you to read our Compensation Discussion and Analysis (CD&A), which begins on page 41 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 86.

The graphics below illustrate, for Ms. Honeycutt and separately for the other NEOs in aggregate, the percentage of 2024 compensation that each element of compensation accounted for (based on the amounts reported in the 2024 Summary Compensation Table):