8-K
NOVANTA INC (NOVT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): May 8, 2024
NOVANTA INC.
(Exact name of registrant as specified in is charter)
| New Brunswick, Canada | 001-35083 | 98-0110412 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (IRS Employer<br><br>Identification No.) |
| 125 Middlesex Turnpike<br><br>Bedford, Massachusetts | 01730 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (781) 266-5700
Not Applicable
(Former name or former address, if changed since last report)
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<br><br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common shares, no par value | NOVT | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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 5.07. Submission of Matters to Vote of Security Holders
On May 8, 2024, Novanta Inc. (the “Company”) held its annual general meeting of shareholders (“Annual Meeting of Shareholders”). A total of 33,856,181 common shares were present or represented by proxy at the meeting, representing approximately 94.33 percent of the Company’s outstanding common shares as of March 25, 2024, the record date for the meeting. The following are the voting results on the proposals considered and voted upon at the meeting, all of which were described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 3, 2024.
Item 1 — Election of directors for a term of office expiring on the date of the Company's next Annual Meeting of Shareholders in 2025, until their successor is elected or appointed, or until their earlier death, resignation, or removal.
| NOMINEE | Votes FOR | Votes WITHHELD | Broker Non-Votes |
|---|---|---|---|
| Lonny J. Carpenter | 32,597,629 | 429,262 | 829,290 |
| Matthijs Glastra | 32,195,418 | 831,473 | 829,290 |
| Barbara B. Hulit | 32,776,706 | 250,185 | 829,290 |
| R. Matthew Johnson | 32,993,659 | 33,232 | 829,290 |
| Maxine L. Mauricio | 32,500,223 | 526,668 | 829,290 |
| Katherine A. Owen | 32,970,015 | 56,876 | 829,290 |
| Thomas N. Secor | 32,482,347 | 544,544 | 829,290 |
| Darlene J. S. Solomon, Ph.D. | 32,965,634 | 61,257 | 829,290 |
| Frank A. Wilson | 32,899,773 | 127,118 | 829,290 |
Item 2 — Approval, on an advisory basis, of the Company’s executive compensation.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes |
|---|---|---|---|
| 32,388,395 | 625,061 | 13,435 | 829,290 |
Item 3 — Appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm to serve until the Company's next Annual Meeting of Shareholders in 2025.
| Votes FOR | Votes WITHHELD |
|---|---|
| 33,816,295 | 39,886 |
Based on the foregoing votes, each of the nine nominees for director was elected and Items 2 and 3 were approved.
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 thereunto duly authorized.
| Novanta Inc. | ||
|---|---|---|
| Date: May 9, 2024 | By: | /s/ Michele D. Welsh |
| Michele D. Welsh | ||
| General Counsel and Corporate Secretary |