SOLV 8-K
Solventum Corp (SOLV)
8-K
2025-05-02
For: 2025-04-30
View Original
Added on
April 08, 2026
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): April 30, 2025
(Exact Name of Registrant as Specified in Its Charter)
File No. | ||||||||||||||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of Principal Executive Offices) | (Zip Code) | |||||||||||||
(Registrant’s Telephone Number, Including Area Code) (651 ) 733-1110
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 (see General Instruction A.2. below):
| 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 | ||||||||||||
Securities registered pursuant to section 12(g) of the Act: None
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.
Solventum Corporation (“Solventum”) held its annual meeting of shareholders on April 30, 2025. Set forth below are the final voting results for each of the matters submitted to a vote of the shareholders. For more information about the proposals set forth below, please see our definitive proxy statement filed with the U.S. Securities and Exchange Commission on March 21, 2025 (“Proxy Statement”).
Proposal Number 1: The shareholders elected each of the four Class I nominees to the Board of Directors for a three-year term by the vote of the majority of votes cast, in accordance with Solventum’s Bylaws.
| Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||
| Glenn A. Eisenberg | 136,413,166 | 539,798 | 582,467 | 16,218,224 | ||||||||||
| Elizabeth A. Mily | 136,439,426 | 532,358 | 563,647 | 16,218,224 | ||||||||||
| John H, Weiland | 136,422,829 | 527,320 | 585,282 | 16,218,224 | ||||||||||
| Amy A. Wendell | 135,548,343 | 1,341,502 | 645,586 | 16,218,224 | ||||||||||
Proposal Number 2: The shareholders approved, on an advisory basis, the compensation of Solventum’s Named Executive Officers as described in the Proxy Statement.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 117,421,361 | 19,247,470 | 866,600 | 16,218,224 | ||||||||
Proposal Number 3: The shareholders cast non-binding votes on the frequency with which Solventum should offer shareholders the opportunity to cast future advisory votes on the compensation of its named executive officers (every 1 year, 2 years, or 3 years). A plurality of shareholders favored an annual advisory vote on the Company’s executive compensation. Based on the Board of Directors’ recommendation in the Proxy Statement and the voting results, Solventum has determined to hold an advisory vote on executive compensation annually.
| One Year | Two Years | Three Years | Abstentions | Broker Non-Votes | ||||||||||
| 135,522,957 | 262,972 | 1,071,704 | 677,798 | 16,218,224 | ||||||||||
Proposal Number 4: The shareholders ratified the appointment of PricewaterhouseCoopers LLP as Solventum’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| 152,696,656 | 417,038 | 639,961 | N/A | ||||||||
SIGNATURE
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.
| SOLVENTUM CORPORATION | ||||||||
By: | /s/ Matthew M. Rice | |||||||
Matthew M. Rice | ||||||||
Vice President, Associate General Counsel & Assistant Secretary | ||||||||
Dated: May 2, 2025