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): February 22, 2022

Vontier Corporation

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (984) 275-6000

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.  ☐

On February 22, 2022, Vontier Corporation (the “Company”) announced that it had entered into an accelerated share repurchase agreement with Citibank, N.A. to repurchase $250 million in the aggregate of the Company’s outstanding shares of common stock, par value $0.0001 per share. The Company will repurchase the shares as part of its previously approved $500 million share repurchase authorization announced in May 2021.

(d) The following exhibits are filed herewith:

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EX-99.1

Exhibit 99.1

VONTIER ANNOUNCES ACCELERATED SHARE REPURCHASE PROGRAM

RALEIGH, NC, February 22, 2022 – Vontier Corporation (“Vontier”) (NYSE: VNT) today announced that it has entered into a $250 million accelerated share repurchase agreement (the “ASR Agreement” or “ASR”) with Citibank, N.A. Vontier will acquire the shares as part of its previously approved $500 million share repurchase authorization announced in May 2021.

“Vontier is in the midst of a multi-year portfolio transformation, and this ASR reflects our strong conviction in the business, its growth prospects, and the strength of its free cash flow as we reposition Vontier to lead in the energy transition and solving next-gen mobility and transportation challenges,” said Mark D. Morelli, President and Chief Executive Officer.

“Our Board and management are committed to accretive capital allocation with accelerated share repurchase as an immediate priority to create shareholder value. Vontier’s long term capital allocation priorities aim to balance disciplined investing in organic and inorganic opportunities with returning capital to shareholders. Given the strength of our balance sheet, we are confident in our ability to achieve both objectives while maintaining our investment grade ratings,” Morelli continued. “We will continue to align our capital allocation priorities and strategic portfolio optionality to the benefit of our shareholders as we execute on the initiatives underway to drive further portfolio diversification and profitable growth.”

Subject to completion of this ASR, Vontier is expected to have approximately $250 million remaining under its current repurchase authorization. While the amount and timing of future share purchases are subject to a number of factors, including Vontier’s business, share price and general market conditions, the Company intends to continue repurchases later in the year to drive shareholder value. The remaining share repurchases may be made from time to time through open market purchases, 10b5-1 plans, future ASR programs or through privately negotiated transactions.

ABOUT VONTIER

Vontier is a global industrial technology company at the forefront of solving next-gen mobility and transportation challenges. Guided by the Vontier Business System and an unwavering commitment to our customers, Vontier delivers smart, sustainable solutions to create a better world.

FORWARD-LOOKING STATEMENTS

This release contains forward-looking statements within the meaning of the federal securities laws. These statements include, but are not limited to statements regarding Vontier Corporation’s (the “Company’s”) business and acquisition opportunities and anticipated earnings, and any other statements identified by their use of words like “anticipate,” “expect,” “believe,” “outlook,” “guidance,” or “will” or other words of similar meaning. There are a number of important risks and uncertainties that could cause actual results, developments and business decisions to differ materially from those suggested or indicated by such forward-looking statements and you should not place undue reliance on any such forward-looking statements. These risks and uncertainties include, among other things, the duration and impact of the COVID-19 pandemic, deterioration of or instability in the economy, the markets we serve, international trade policies and the financial markets, contractions or lower growth rates and cyclicality of markets we serve, competition, changes in industry standards and governmental regulations that may adversely impact demand for our products or our costs, our ability to successfully identify, consummate, integrate and realize the anticipated value of appropriate acquisitions and successfully complete divestitures and other dispositions, our ability to develop and successfully market new products, software, and services and expand into new markets, the potential for improper conduct by our employees, agents or business