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Get filing alertsVeralto shareholders approve directors, auditor, and executive pay at annual meeting
Filed May 14, 2026 · Period ending May 13, 2026 · ~1 min read
Key Changes
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Four Class III directors elected to one-year terms through 2027: Jennifer Honeycutt, Linda Filler, Heath Mitts, and Thomas Williams, all receiving over 97% approval from voting shareholders.
Item 5.07 verify on EDGAR → -
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Ernst & Young ratified as independent auditor for 2026 with 99.3% shareholder support, reflecting confidence in audit oversight.
Item 5.07 verify on EDGAR → -
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Executive compensation approved on advisory basis with 92.6% support, though 7.4% voted against, suggesting modest shareholder concern about pay practices.
Item 5.07 verify on EDGAR →
Summary
Veralto held its 2026 annual shareholder meeting on May 13, with all management proposals passing comfortably. The board's four Class III director nominees were re-elected with strong majorities, and shareholders overwhelmingly ratified Ernst & Young as the company's auditor for another year.
The advisory vote on executive compensation also passed, though roughly 7% of votes cast were against the pay packages—a level worth monitoring but not unusual for large-cap companies. For retail investors, this filing is purely procedural with no material business impact. Annual meeting results like these confirm governance continuity but don't signal changes to strategy, operations, or financial outlook.
The modest opposition to executive pay is typical and doesn't indicate a brewing proxy fight or governance crisis. Watch for the company's next quarterly earnings report for updates on actual business performance and forward guidance.
Section-by-Section Diff
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Veralto held its 2026 annual shareholder meeting, electing four Class III directors, ratifying Ernst & Young as auditor, and approving executive compensation.
Show 3 minor / wording changes
Added in current filing · verify on EDGAR →
To elect the four Class III directors named in the Proxy Statement to a one-year term expiring at the 2027 annual meeting of shareholders and until his or her successor is elected and qualified. Each nominee for Class III director was elected by a vote of the shareholders as follows:
For | Against | Abstain | Broker Non-Votes
Jennifer L. Honeycutt
213,266,768 | 1,407,091 | 196,062 | 9,322,449 | Linda Filler | 208,610,112 | 6,082,850 | 176,959 | 9,322,449
Heath A. Mitts
208,586,360 | 6,075,104 | 208,457 | 9,322,449
Thomas L. Williams
208,417,367 | 6,271,877 | 180,677 | 9,322,449
Four Class III directors were elected to one-year terms expiring at the 2027 annual meeting. All four nominees—Jennifer L. Honeycutt, Linda Filler, Heath A. Mitts, and Thomas L. Williams—received majority support from shareholders, with Honeycutt receiving the highest vote count at 213,266,768 votes in favor.
Added in current filing · verify on EDGAR →
To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026. The proposal was approved by a vote of shareholders as follows:
For | 221,833,179 | Against | 1,608,856 | Abstain | 750,335
Shareholders ratified Ernst & Young LLP as the company's independent auditor for 2026 with overwhelming support. The proposal received 221,833,179 votes in favor versus only 1,608,856 against, indicating strong shareholder confidence in the auditor selection.
Added in current filing · verify on EDGAR →
To approve on an advisory basis the Company’s named executive officer compensation. The proposal was approved by a vote of shareholders as follows:
For | 198,758,419 | Against | 15,819,308 | Abstain | 292,194 | Broker Non-Votes | 9,322,449
Shareholders approved the company's executive compensation on an advisory basis with 198,758,419 votes in favor versus 15,819,308 against. While the proposal passed, approximately 7.4% of votes cast were against the compensation plan, which may indicate some shareholder concern about executive pay levels or structure.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 2, 2026 · How we verify