Veralto shareholders approve board declassification and removal of supermajority voting requirements

Veralto Corp

Board declassification approved; annual director elections will begin 2026.
Supermajority voting requirements eliminated from charter and bylaws.
All four Class II director nominees re-elected: Comas, Lohr, Schwieters, Wallis-Lage.
Ernst & Young ratified as independent auditor; advisory say-on-pay passed.
Amended charter and bylaws filed effective May 15, 2025.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Veralto Corp: Phase out classified board and transition to annual director elections; eliminate supermajority voting requirements in certificate of incorporation and bylaws (effective 2025-05-15).

Change: charter amendment
Effective: 2025-05-15

Exact text from the filing

and (b) eliminate the supermajority voting requirements in the Certificate of Incorporation and Amended and Restated Bylaws

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Veralto Corp: Bylaws amended to conform to charter amendments, including elimination of supermajority voting requirements (effective 2025-05-15).

Change: bylaw amendment
Effective: 2025-05-15

Exact text from the filing

the Board approved an amendment to the Bylaws to conform the Bylaws to the proposed Charter Amendments

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Veralto Corp filing history →

Source: SEC EDGAR

accession 0001967680-25-000079

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