Form 8-K - Current report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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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):

July 16, 2024 (July 12, 2024)

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Veralto Corporation
(Exact Name of Registrant as Specified in Its Charter)

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Delaware
(State or Other Jurisdiction of Incorporation)


001-41770						92-1941413
(Commission File Number)						(IRS Employer Identification No.)

225 Wyman St., Suite 250
Waltham, MA 02451						781-755-3655
(Address of Principal Executive Offices)						(Registrant’s Telephone Number, Including Area Code)

Not applicable
(Former Name or Former Address, if Changed Since Last Report)

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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	VLTO	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 5.02			DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On July 12, 2024, the Board of Directors (the “Board”) of Veralto Corporation (the “Company”) appointed Vijay P. Sankaran as a Class I member of the Board, effective July 12, 2024. In connection with Mr. Sankaran’s appointment, the Board will increase its size from 11 to 12 members, effective July 12, 2024, with nine of those members, including Mr. Sankaran, qualifying as independent under the listing standards of the New York Stock Exchange and the Company’s Corporate Governance Guidelines.

There are no arrangements or understandings between Mr. Sankaran and any other persons in connection with his appointment. Mr. Sankaran is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Sankaran has been appointed to serve on the Audit Committee of the Board.

Mr. Sankaran will receive compensation as a non-employee director in accordance with the non-employee director compensation practices described under the heading "Director Compensation" in the Company’s Annual Meeting Proxy Statement filed with the Securities and Exchange Commission on March 29, 2024, which is incorporated by reference herein. The Company and Mr. Sankaran will enter into the Company’s standard form of indemnification agreement filed as Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission on February 28, 2024.

On July 16, 2024, the Company issued a press release announcing this change to the Company’s Board, which is attached as Exhibit 99.1 hereto.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.


(d)			Exhibits

Exhibit No.

Description

99.1

Press release of Veralto Corporation, dated as o f July 16, 2024

104

Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibit 101)

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.


	VERALTO CORPORATION


Date: July 16, 2024	By:	/s/ James A. Tanaka
		Name: James A. Tanaka
		Title: Vice President, Securities & Governance and Secretary

Exhibit 99.1

Veralto Announces Appointment of Vijay Sankaran to Board of Directors

New independent director brings extensive executive management and digital technology leadership

WALTHAM, Mass. (July 16, 2024) – Veralto (NYSE: VLTO), a global leader in essential water and product quality solutions dedicated to Safeguarding the World's Most Vital Resources™, has appointed Vijay Sankaran to its board of directors. Sankaran will also serve on the board’s audit committee.

“We are delighted to welcome Vijay to the Veralto board of directors,” said Linda Filler, board chair of Veralto. “His broad executive leadership and deep expertise in digital technology management will bring invaluable perspectives to our board.”

Sankaran is the Chief Technology Officer of Johnson Controls, a global leader in smart, healthy, and sustainable buildings. In this role, he focuses on accelerating product software engineering development and expanding customer solutions through the company’s AI-enabled OpenBlue digital platform. He also has held positions as Chief Information Officer at TD Ameritrade; Chief Technology Officer, Information Technology at Ford Motor Company; and roles at James Martin & Company, and Ernst & Young.

He holds a B.S. in Mathematics and Computer Science from Massachusetts Institute of Technology and an M.B.A. from Duke University Fuqua School of Business.

“Like my new colleagues on the board, I am deeply inspired by Veralto’s powerful purpose,” said Sankaran. “Veralto and its operating companies have a strong reputation for delivering value to customers, shareholders, associates and the planet. I’m excited to contribute to the company’s further success and help shape its future.”

The addition of Sankaran to the Veralto board brings the total number of directors to 12, nine of which are independent.

About Veralto

With annual sales of $5 billion, Veralto is a global leader in essential technology solutions with a proven track record of solving some of the most complex challenges we face as a society. Our industry-leading companies with globally recognized brands are building on a long-established legacy of innovation and customer trust to create a safer, cleaner, more vibrant future. Headquartered in Waltham, Massachusetts, our global team of 16,000 associates is committed to making an enduring positive impact on our world and united by a powerful purpose: Safeguarding the World's Most Vital Resources™.

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Investor Relations Contact:

Ryan Taylor

Vice President, Investor Relations

investors@veralto.com

Media Relations Contact:

Steve Field

Vice President, Communications

steve.field@veralto.com

Cover	Jul. 16, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jul. 16, 2024
Entity Registrant Name	Veralto Corporation
Entity Incorporation, State or Country Code	DE
Entity File Number	001-41770
Entity Tax Identification Number	92-1941413
Entity Address, Address Line One	225 Wyman St.,
Entity Address, Address Line Two	Suite 250
Entity Address, City or Town	Waltham,
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02451
City Area Code	781-
Local Phone Number	755-3655
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.01 par value
Trading Symbol	VLTO
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001967680
Amendment Flag	false