$NOVT·8-K

NOVANTA INC · May 29, 4:45 PM ET

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NOVANTA INC 8-K

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Novanta Inc Reports Annual Meeting: Directors Elected

What Happened
Novanta Inc. (NOVT) filed an 8-K reporting the results of its Annual Meeting of Shareholders held May 29, 2026. A total of 33,371,777 common shares were present or represented by proxy (approximately 93.71% of outstanding shares as of the April 14, 2026 record date). All nine director nominees were elected to serve until the 2027 Annual Meeting, the advisory vote to approve executive compensation was approved, and Deloitte & Touche LLP was appointed as the Company’s independent registered public accounting firm for the coming year.

Key Details

  • Shares represented: 33,371,777 (≈93.71% of outstanding as of April 14, 2026).
  • Directors elected (votes FOR / votes WITHHELD; broker non-votes = 1,597,053):
    • Lonny J. Carpenter: 31,049,533 FOR / 725,191 WITHHELD
    • Matthew T. Farrell: 31,739,890 FOR / 34,834 WITHHELD
    • Matthijs Glastra: 30,975,206 FOR / 799,518 WITHHELD
    • R. Matthew Johnson: 31,237,177 FOR / 537,547 WITHHELD
    • Mary Katherine Ladone: 31,064,627 FOR / 710,097 WITHHELD
    • Maxine L. Mauricio: 31,079,323 FOR / 695,401 WITHHELD
    • Thomas N. Secor: 31,321,519 FOR / 453,205 WITHHELD
    • Darlene J. S. Solomon, Ph.D.: 31,199,580 FOR / 575,144 WITHHELD
    • Frank A. Wilson: 31,721,169 FOR / 53,555 WITHHELD
  • Say-on-pay (advisory) vote: 31,065,978 FOR, 695,736 AGAINST, 13,010 ABSTAINED (broker non-votes: 1,597,053).
  • Auditor appointment: Deloitte & Touche LLP approved with 33,352,532 FOR, 5,006 AGAINST, 14,239 ABSTAINED.

Why It Matters
These results confirm the Company’s board composition and show shareholder support for Novanta’s executive compensation on an advisory basis. The strong share turnout (~93.7%) indicates high shareholder participation. The appointment of Deloitte & Touche LLP establishes the independent auditor for the upcoming year. Investors should note the advisory nature of the say-on-pay vote (non-binding) and that the elected directors will serve until the 2027 Annual Meeting.

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