Vontier Corp 8-K, filed May 24, 2021
Vontier Corp (VNT)
About this 8-K
Vontier Corp filed this 8-K on May 24, 2021, reporting on events of May 19, 2021.
Items reported
- Item 5.07: Shareholder vote results
- Item 8.01: Other events
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of Stockholders of Vontier Corporation (the “Company”) held on May 19, 2021, the Company’s stockholders voted on the following four proposals and cast their votes as described below:
Proposal 1: To elect Ms. Karen C. Francis and Mr. Mark D. Morelli to serve as Class I Directors of the Company, each for a three-year term expiring at the 2024 Annual Meeting of Stockholders of the Company and until their successors are elected and qualified. Each of Ms. Francis and Mr. Morelli was elected as a Class I Director by a vote of the Company’s stockholders as follows:
| For | Against | Abstain | Broker Non-Votes |
|||||||||||||
| Karen C. Francis |
118,990,649 | 16,528,687 | 1,212,396 | 8,451,179 | ||||||||||||
| Mark D. Morelli |
120,162,522 | 15,355,074 | 1,214,136 | 8,451,179 | ||||||||||||
Proposal 2: To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021. The proposal was approved by a vote of the Company’s stockholders as follows:
| For |
144,554,952 | |||
| Against |
211,574 | |||
| Abstain |
416,385 |
Proposal 3: To approve, on an advisory basis, the Company’s named executive officer compensation as disclosed in the proxy statement for the Annual Meeting of Stockholders. The proposal was approved, on an advisory basis, by a vote of the Company’s stockholders as follows:
| For |
114,014,949 | |||
| Against |
22,263,314 | |||
| Abstain |
453,469 | |||
| Broker Non-Votes |
8,451,179 |
Proposal 4: To vote, on an advisory basis, on the frequency of holding an advisory vote on the Company’s named executive officer compensation. The option of once every one year received the highest number of votes cast on an advisory basis by the Company’s stockholders as follows:
| One Year |
134,814,519 | |||
| Two Years |
193,661 | |||
| Three Years |
1,301,923 | |||
| Abstain |
421,629 | |||
| Broker Non-Votes |
8,451,179 |
Based on these results, the Company’s Board of Directors (the “Board”) determined that the Company shall hold an annual advisory vote on the Company’s named executive officer compensation as disclosed in the proxy statement for the Annual Meeting of Stockholders at which the advisory vote is to be held; provided that, in the future, the Board may determine whether a different frequency for such advisory votes is in the best interests of the Company’s stockholders.
Item 8.01 Other Events.
On May 19, 2021, the Board approved a share repurchase program authorizing the Company to repurchase up to $500 million of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) from time to time on the open market or in privately negotiated transactions. The timing and amount of shares repurchased will be determined by the Company’s management based on market conditions, share price, applicable legal requirements and other factors. The Company may enter into Rule 10b5-1 plans to facilitate purchases under the share repurchase program. The share repurchase program may be suspended or discontinued at any time and has no expiration date.
FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K 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 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 ongoing 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 partners, impact of divestitures, contingent liabilities relating to acquisitions and divestitures, impact of changes to tax laws, our compliance with applicable laws and regulations and changes in applicable laws and regulations, risks relating to international economic, political, legal, compliance and business factors, risks relating to potential impairment of goodwill and other intangible assets, currency exchange rates, tax audits and changes in our tax rate and income tax liabilities, the impact of our debt obligations on our operations, litigation and other contingent liabilities including intellectual property and environmental, health and safety matters, our ability to pay cash dividends declared by our Board to our stockholders, our ability to repurchase our common stock pursuant to the share repurchase program authorized by our Board, our ability to adequately protect our intellectual property rights, risks relating to product, service or software defects, product liability and recalls, risks relating to product manufacturing, our relationships with and the performance of our channel partners, commodity costs and surcharges, our ability to adjust purchases and manufacturing capacity to reflect market conditions, reliance on sole sources of supply, security breaches or other disruptions of our information.
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.
| VONTIER CORPORATION | ||||||
| Date: May 24, 2021 | By: | /s/ Courtney Kamlet | ||||
| Name: | Courtney Kamlet | |||||
| Title: | Vice President - Associate General Counsel and Corporate Secretary | |||||