8-K

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 29, 2025

NOVANTA INC.

(Exact name of registrant as specified in is charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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 29, 2025, Novanta Inc. (the “Company”) held its annual general meeting of shareholders (“Annual Meeting of Shareholders”). A total of 33,915,355 common shares were present or represented by proxy at the meeting, representing approximately 94.30 percent of the Company’s outstanding common shares as of April 15, 2025, 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 25, 2025.

Item 1 — Election of directors for a term of office expiring on the date of the Company's next Annual Meeting of Shareholders in 2026, until their successor is elected or appointed, or until their earlier death, resignation, or removal.

Item 2 — Approval, on an advisory basis, of the Company’s executive compensation.

Item 3 — Approval, on an advisory basis, of the frequency of future shareholder votes on the Company's executive compensation

Item 4 — 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 2026.

Based on the foregoing votes, each of the nine nominees for director was elected; Item 2 was approved; the shareholders recommended that future shareholder votes on the Company’s executive compensation be held every year; and Item 4 was approved. Based on these voting results and consistent with the recommendation of the Board of Directors (the “Board”), the Board has determined to hold an advisory vote on the Company’s executive compensation every year until the next advisory vote regarding the frequency of future advisory votes on executive compensation is submitted to the shareholders or until the Board otherwise determines that a different frequency for such advisory votes is in the best interests of the Company.

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.