UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________________

FORM 8-K

_____________________________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~June~~July 1014, 2025

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ENVISTA HOLDINGS CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

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Delaware

(State or Other Jurisdiction of Incorporation)




001-39054			83-2206728
(Commission File Number)			(IRS Employer Identification No.)




200 S. Kraemer Blvd., Building E		92821
Brea,	California
(Address of Principal Executive Offices)		(Zip Code)

(714) 817-7000

(Registrant’s Telephone Number, Including Area Code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

_____________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $0.01 par value

NVST

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 5.0702 ~~SUBMISSION~~DEPARTURE OF ~~MATTERS~~DIRECTORS TOOR ACERTAIN ~~VOTE~~OFFICERS; ELECTION OF ~~SECURITY~~DIRECTORS; ~~HOLDERS~~APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

OnEffective ~~June~~July 1014, 2025, the ~~Company~~Board ~~held~~of ~~its~~Directors ~~2025~~(the ~~Annual~~“Board”) ~~Meeting~~ of ~~Stockholders~~Envista Holdings Corporation (the “~~Annual Meeting~~Company”) elected J. At Andrew Pierce to the Board for a term continuing until the 2026 Annual Meeting of Stockholders, ~~the~~when ~~Company’s~~all directors will be subject to election by stockholders. ~~voted~~With onthis appointment the ~~following~~Board ~~proposals:~~increased the size of the Board from eight members to nine members.

~~Proposal~~Mr. 1-Pierce ~~Election~~has served as Group President, MedSurg & Neurotechnology, of ~~Directors~~Stryker Corporation (“Stryker”), a global medical technology company, since August 2019. Mr. Pierce joined Stryker in 1996, serving in various leadership roles including President of Stryker’s Endoscopy division, Vice President and General Manager of Stryker’s Surgical and Neuro Spine ENT business units, and Vice President and General Manager of Stryker’s Craniomaxillofacial business.

~~The~~Mr. ~~Company’s~~Pierce ~~stockholders~~has ~~elected~~been appointed as a member of the ~~persons~~Audit ~~listed~~Committee ~~below~~of asthe ~~Directors~~Board. ~~for~~In aconnection ~~one-year~~with ~~term~~such ~~expiring~~appointment, atthe Board determined that Mr. Pierce is independent within the ~~Company’s~~meaning ~~2026~~of ~~annual~~the ~~meeting~~listing standards of ~~stockholders~~the New York Stock Exchange and ~~until~~also ~~his~~meets orthe ~~her~~standards ~~successor~~of isdirector ~~elected~~independence for audit committee members set forth in Rule 10A-3 of the General Rules and ~~qualified~~Regulations byunder the ~~following~~Securities ~~votes:~~Exchange Act of 1934, as amended.

Nominee	Votes For	Votes Withheld	Broker Non-Votes
Paul Keel	163,391,468	303,313	2,120,352
Wendy Carruthers	161,339,489	2,355,292	2,120,352
Kieran Gallahue	162,418,879	1,275,902	2,120,352
Scott Huennekens	153,111,918	10,582,863	2,120,352
Barbara Hulit	163,383,476	311,305	2,120,352
Vivek Jain	163,385,313	309,468	2,120,352
Daniel Raskas	162,445,421	1,249,360	2,120,352
Christine Tsingos	162,445,708	1,249,073	2,120,352

Upon Mr. Pierce’s appointment to the Board and Audit Committee, the Board updated the composition of its committees. Effective July 14, 2025, the Audit Committee of the Board is comprised of Ms. Tsingos (Chair) and Messrs. Huennekens and Pierce, the Compensation Committee of the Board is comprised of Mses. Carruthers (Chair) and Tsingos and Mr. Jain, and the Nominating and Governance Committee of the Board is comprised of Messrs. Gallahue (Chair), Huennekens, and Raskas.

~~Proposal~~In 2connection with Mr. Pierce’s appointment to the Board, and consistent with the Board’s current compensation arrangements for non-employee ~~Ratification~~directors as described in the Company's Definitive Proxy Statement for its 2025 Annual Meeting of Stockholders, as filed with the ~~Appointment~~Securities and Exchange Commission (the “Commission”) on April 24, 2025, Mr. Pierce will be eligible to receive the Company’s standard annual retainer, pro-rated for the remainder of ~~Ernst~~the &Company’s ~~Young~~2025 ~~LLP~~fiscal year. Mr. Pierce also will be eligible to receive equity awards as ~~Independent~~part ~~Registered~~of ~~Public~~the ~~Accountant~~Company’s standard compensation for non-employee directors, as well as reimbursement of expenses.

ToMr. ~~ratify~~Pierce ~~the~~has ~~selection~~also ofentered ~~Ernst &~~into ~~Young~~an ~~LLP~~indemnification asagreement with the Company’s, ~~independent~~the ~~registered~~form ~~public~~of ~~accounting~~which ~~firm~~is ~~for~~filed ~~the~~as ~~year~~Exhibit ~~ending December 31, 2025~~10. ~~The~~1 ~~proposal~~to ~~was~~this ~~approved~~Form by8-K aand ~~vote~~incorporated ofherein ~~stockholders~~by ~~as follows:~~reference.

Votes For						Votes Against						Votes Abstained						Broker Non-Votes
165,698,453						46,138						70,542						—

There is no arrangement or understanding between Mr. Pierce and any other person pursuant to which he was selected as a director of the Company. There are no transactions in which Mr. Pierce has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Proposal 3 - Advisory Vote to Approve Executive Compensation

To approve on an advisory basis the Company’s named executive officer compensation. The proposal was approved by a vote of stockholders as follows:

Votes For						Votes Against						Votes Abstained						Broker Non-Votes
154,290,359						9,339,610						64,812						2,120,352

Proposal 4 - Approval of an Amendment to the Company's Omnibus Incentive Plan

To approve an amendment to the Company’s Omnibus Incentive Plan, as amended, to increase the number of shares authorized for issuance under the plan by 6,425,000 shares:

Votes For						Votes Against						Votes Abstained						Broker Non-Votes
154,113,806						9,487,296						93,679						2,120,352

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

Exhibit No.						Description
10.1						Form of Envista Holdings Corporation Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.20 to Registrant’s Registration Statement on Form S-1 (Registration No. 333-232758) filed on July 22, 2019)
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ENVISTA HOLDINGS CORPORATION
Date: June 12, 2025	By:	/s/ Mark Nance
Date: July 16, 2025	By:	/s/ Mark Nance
		Mark Nance
		Senior Vice President, General Counsel and Secretary

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