8-K

Envista Holdings Corp (NVST)

8-K 2025-06-12 For: 2025-06-10
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Added on April 08, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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): June 10, 2025

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envistalogoa26.jpg

ENVISTA HOLDINGS CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

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Delaware

(State or Other Jurisdiction of Incorporation)

001-39054 83-2206728
(Commission File Number) (IRS Employer Identification No.) 200 S. Kraemer Blvd., Building E 92821
--- --- ---
Brea, California
(Address of Principal Executive Offices) (Zip Code)

(714) 817-7000

(Registrant’s Telephone Number, Including Area Code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

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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 Symbol(s) Name of each exchange on which registered
Common stock, $0.01 par value NVST New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 A VOTE OF SECURITY HOLDERS

On June 10, 2025, the Company held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the following proposals:

Proposal 1- Election of Directors

The Company’s stockholders elected the persons listed below as Directors for a one-year term expiring at the Company’s 2026 annual meeting of stockholders and until his or her successor is elected and qualified by the following votes:

Nominee Votes For Votes Withheld Broker Non-Votes
Paul Keel 163,391,468 303,313 2,120,352
Wendy Carruthers 161,339,489 2,355,292 2,120,352
Kieran Gallahue 162,418,879 1,275,902 2,120,352
Scott Huennekens 153,111,918 10,582,863 2,120,352
Barbara Hulit 163,383,476 311,305 2,120,352
Vivek Jain 163,385,313 309,468 2,120,352
Daniel Raskas 162,445,421 1,249,360 2,120,352
Christine Tsingos 162,445,708 1,249,073 2,120,352

Proposal 2 - Ratification of the Appointment of Ernst & Young LLP as Independent Registered Public Accountant

To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025. The proposal was approved by a vote of stockholders as follows:

Votes For Votes Against Votes Abstained Broker Non-Votes
165,698,453 46,138 70,542

Proposal 3 - Advisory Vote to Approve Executive Compensation

To approve on an advisory basis the Company’s named executive officer compensation. The proposal was approved by a vote of stockholders as follows:

Votes For Votes Against Votes Abstained Broker Non-Votes
154,290,359 9,339,610 64,812 2,120,352

Proposal 4 - Approval of an Amendment to the Company's Omnibus Incentive Plan

To approve an amendment to the Company’s Omnibus Incentive Plan, as amended, to increase the number of shares authorized for issuance under the plan by 6,425,000 shares:

Votes For Votes Against Votes Abstained Broker Non-Votes
154,113,806 9,487,296 93,679 2,120,352

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

ENVISTA HOLDINGS CORPORATION
Date: June 12, 2025 By: /s/ Mark Nance
Mark Nance
Senior Vice President, General Counsel and Secretary