Veralto Corp 8-K

What Happened

• Veralto Corporation held its annual meeting of shareholders on May 13, 2026 and filed an 8-K reporting the vote results. Four Class III directors—Jennifer L. Honeycutt, Linda Filler, Heath A. Mitts and Thomas L. Williams—were each elected to one-year terms expiring at the 2027 annual meeting.
• Shareholders ratified Ernst & Young LLP as Veralto’s independent registered public accounting firm for the year ending December 31, 2026, and approved, on an advisory basis, the company’s named executive officer compensation.
• The Form 8-K was signed by James A. Tanaka, Vice President, Securities & Governance and Secretary (signature dated May 15, 2026).

Key Details

• Director vote totals:
  • Jennifer L. Honeycutt — For: 213,266,768; Against: 1,407,091; Abstain: 196,062; Broker non-votes: 9,322,449.
  • Linda Filler — For: 208,610,112; Against: 6,082,850; Abstain: 176,959; Broker non-votes: 9,322,449.
  • Heath A. Mitts — For: 208,586,360; Against: 6,075,104; Abstain: 208,457; Broker non-votes: 9,322,449.
  • Thomas L. Williams — For: 208,417,367; Against: 6,271,877; Abstain: 180,677; Broker non-votes: 9,322,449.
• Auditor ratification: For 221,833,179; Against 1,608,856; Abstain 750,335.
• Advisory “say-on-pay” approval: For 198,758,419; Against 15,819,308; Abstain 292,194; Broker non-votes: 9,322,449.

Why It Matters

• Board continuity: Election of the four Class III directors maintains the current board composition through the 2027 annual meeting, which can affect strategy and governance continuity.
• Audit oversight confirmed: Ratification of Ernst & Young LLP establishes who will perform the company’s 2026 audit and oversee financial reporting.
• Executive pay signal: The advisory approval indicates shareholder support for the company’s named executive officer compensation package (advisory votes are non-binding but informative for management and the board).
• Broker non-votes: The presence of ~9.3M broker non-votes on director and compensation matters shows a portion of shares did not vote on those items, which can be relevant when assessing the breadth of shareholder support.