---
schema_version: "secwatch.filing_event.v1"
accession: "0001967680-26-000028"
form_type: "8-K"
ticker: "VLTO"
cik: "0001967680"
company_name: "Veralto Corp"
filed_at: "2026-05-14T20:31:45+00:00"
generated_at: "2026-05-14T20:36:23.072946+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.1
calibrated_materiality_score: 0.1
confidence: "high"
source: SEC EDGAR
---

# Veralto shareholders elect four Class III directors, ratify auditor, approve say-on-pay

## Summary
- All four Class III nominees (Honeycutt, Filler, Mitts, Williams) elected with >208M votes each.
- Ernst & Young ratified as independent auditor for 2026 with 221.8M for, 1.6M against.
- Advisory say-on-pay approved with 198.8M for, 15.8M against, 9.3M broker non-votes.
- Broker non-votes of 9.3M shares on director election and say-on-pay reflected in results.

## SEC filing metadata
- accession: 0001967680-26-000028
- form_type: 8-K
- ticker: VLTO
- cik: 0001967680
- company_name: Veralto Corp
- filed_at: 2026-05-14T20:31:45+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.1
- calibrated_materiality_score: 0.1
- confidence: high
- sec_items: 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1967680/000196768026000028/0001967680-26-000028-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1967680/000196768026000028/vlto-20260513.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001967680-26-000028
- JSON: https://secwatch.observer/filing/0001967680-26-000028.json
- Plain text: https://secwatch.observer/filing/0001967680-26-000028.txt

## Key facts
- Shareholder Votes
  Veralto Corp shareholders approved Ratification of selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 at the 2026-05-13 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2026-05-13
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1967680/000196768026000028/0001967680-26-000028-index.htm
- Shareholder Votes
  Veralto Corp shareholders approved Election of four Class III directors named in the Proxy Statement to a one-year term expiring at the 2027 annual meeting at the 2026-05-13 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2026-05-13
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1967680/000196768026000028/0001967680-26-000028-index.htm
- Shareholder Votes
  Veralto Corp shareholders approved Advisory approval of the Company’s named executive officer compensation at the 2026-05-13 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2026-05-13
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1967680/000196768026000028/0001967680-26-000028-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.