Form 8-K - Current report

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): December 12, 2023

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Veralto Corporation
(Exact Name of Registrant as Specified in Its Charter)

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Delaware
(State or Other Jurisdiction of Incorporation)


001-41770						92-1941413
(Commission File Number)						(IRS Employer Identification No.)

225 Wyman St., Suite 250
Waltham, MA 02451						781-755-3655
(Address of principal executive offices, including zip code)						(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	VLTO	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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Veralto Senior Leaders Severance Pay Plan

On December 12, 2023, the compensation committee of the board of directors of Veralto Corporation (the “Company”) approved an amendment (the “Amendment”) to the Veralto Corporation Senior Leaders Severance Pay Plan (the “Plan”), which became effective upon execution of the Amendment on December 14, 2023.

The Amendment, among other things, establishes severance entitlements for the Company’s chief executive officer and domestic (United States) executive officers of the Company that would be payable upon a termination by the Company without cause or by the executive officer for good reason (as each such term is defined in the Plan), including during the 24 month period following a change in control of the Company (the “Protection Period”) Upon a termination without cause or a resignation for good reason during the Protection Period, the chief executive officer or domestic executive officer would be entitled to receive 24 months base salary plus two times the executive’s target bonus, payable over 24 months in installments, a pro rata annual bonus for the year of termination and accelerated vesting of equity awards unless otherwise provided in the executive’s equity award agreements. Outside of the Protection Period, upon a termination without cause or, for the chief executive officer only, a resignation for good reason, the domestic executive officer would receive severance equal to 12 months (24 months for the chief executive officer) of annual base salary plus one times (two times for the chief executive officer) the executive officer’s target bonus. Severance entitlements under the Plan are conditioned on the Company’s receipt of an effective release of claims. The compensation committee believes the severance provisions included in the Amendment are generally commensurate with the severance rights peer companies offer executives in comparable roles. The description of the Amendment set forth under this Item 5.02 is qualified in its entirety by reference to the complete terms and conditions of the Amendment filed as Exhibit 10.1 hereto and incorporated herein by reference.

The compensation committee also authorized the Company to prepare and effectuate amendments to the employment arrangements of its chief executive officer, domestic executive officers and non-US domiciled executive officers, in each case to the extent necessary to provide for severance protections consistent with the Plan, as amended, or substantially equivalent benefits outside of the US as permitted by local law.

Item 9.01. Financial Statements and Exhibits.


(d)			Exhibits

Exhibit No.

Description

10.1

First Amendment to Veralto Corporation Senior Leaders Severance Pay Plan

104

Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibit 101)

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.


	VERALTO CORPORATION


Date: December 15, 2023	By:	/s/ James A. Tanaka
		Name: James A. Tanaka
		Title: Vice President, Securities & Governance and Secretary

Exhibit 10.1

FIRST AMENDMENT TO THE SENIOR LEADERS SEVERANCE PAY PLAN OF VERALTO CORPORATION AND ITS AFFILIATED COMPANIES

WHEREAS, Veralto Corporation (the “Company”) has previously established and adopted the Senior Leaders Severance Pay Plan of Veralto Corporation and Its Affiliated Companies in effect on October 1, 2023 (the “Plan”) for the benefit of eligible domestic (United States) senior leaders of the Company and the Company’s domestic (United States) affiliates; and

WHEREAS, the Compensation Committee (the “Committee”) of the Board of Directors of the Company has determined that it is desirable that the Plan be amended as to provide certain change in control and other severance provisions for its chief executive officer and other domestic executive officers, as permitted by Section V of the Plan;

NOW THEREFORE, effective as of the date hereof, the Plan is hereby amended as follows:

1.Section II.A (Eligible Employees) is hereby amended by inserting a new Section II.A.3 immediately following Section II.A.2 as follows:

“3. Notwithstanding anything in the Plan to the contrary, the employee is employed by an Employer in the capacity of the chief executive officer of the Company (the “Chief Executive Officer”).”

1.Section II.A (Eligible Employees) is hereby amended by replacing the first sentence following the first subsection 2 as follows:

“Eligible employees (excluding the Chief Executive Officer and any Veralto Corporation Executive Officer) will be eligible for benefits under the Plan if their employment is permanently terminated due to:”

1.Section II.A (Eligible Employees) is hereby amended by inserting two new paragraphs immediately following subsection 4 as follows:

“The Chief Executive Officer will be eligible for benefits under the Plan if his or her employment is permanently terminated due to: (i) termination by the Employer without cause or a resignation for “good reason” (as defined herein), in each case within the change in control protection period (as defined herein); or (ii) other than during the change in control protection period, termination by the Employer without cause or a resignation by the Chief Executive Officer for good reason.

Any Veralto Corporation Executive Officers will be eligible for benefits under the Plan if their employment is permanently terminated due to: (i) termination by the Employer without cause or a resignation for good reason, in each case within the change in control protection period; or (ii) other than during the change in control protection period, termination by the Employer without cause.”

1.Section III.B (Amount of Severance Pay) is hereby amended by inserting three new paragraphs immediately following the second paragraph as follows:

“Notwithstanding anything in the Plan to the contrary, the Chief Executive Officer who signs (and does not later revoke as applicable) a Separation Agreement and General Release within the allotted timeframe shall be entitled to receive severance pay under the Plan equal to:

Exhibit 10.1

1.within the change in control protection period, and in connection with a termination of employment by the Employer without cause or a resignation by the Chief Executive Officer for good reason, (A) 24 months of annual base salary, an amount equal to two times the Chief Executive Officer’s annual target incentive compensation and an amount equal to the Chief Executive Officer’s pro rata target bonus for the year of termination or resignation, calculated based on the number of days worked during the year of such termination or resignation, and (B) full accelerated vesting of any time-vested equity awards and full vesting at the target level of any performance-contingent equity awards (unless otherwise determined in the applicable equity award agreement); and

1.in connection with a termination of employment by the Employer without cause or a resignation for good reason other than during any change in control protection period, 24 months of annual base salary and an amount equal to two times the Chief Executive Officer’s annual target incentive compensation.

Notwithstanding anything in the Plan to the contrary, any Veralto Corporation Executive Officer who signs (and does not later revoke as applicable) a Separation Agreement and General Release within the allotted timeframe shall be entitled to receive severance pay under the Plan equal to:

1.within the change in control protection period, and in connection with a termination of employment by the Employer without cause or a resignation for good reason, (A) 24 months of annual base salary, an amount equal to two times the Veralto Corporation Executive Officer’s annual target incentive compensation and an amount equal to the Veralto Corporation Executive Officer’s pro rata target bonus for the year of termination or resignation, calculated based on the number of days worked during the year of such termination or resignation , and (B) full vesting acceleration of any time-vested equity compensation and full vesting at the target level of any performance-contingent equity awards (unless otherwise determined in the applicable equity award agreement); and

1.in connection with a termination of employment by the Employer without cause other than during any change in control protection period, 12 months of annual base salary and an amount equal to the Veralto Corporation Executive Officer’s annual target incentive compensation.

If, as a result of a termination employment by the Employer or a resignation by the Chief Executive Officer or a Veralto Corporation Executive Officer during the change in control protection period, any payment(s) or benefit(s) that such Chief Executive Officer or Veralto Corporation Executive Officer would receive pursuant to the Plan and/or pursuant to any other agreement, plan, policy or arrangement would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code and the applicable regulations, and (ii) but for this Section III.B or any reduction provided by reason of Section 280G of the Code in any such other agreement, plan, policy or arrangement, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such person shall be entitled to receive either (A) the full amount of the parachute payments, or (B) the maximum amount that may be provided to such person without resulting in any portion of such parachute payments being subject to the Excise Tax, whichever of clauses (A) and (B), after taking into account applicable federal, state, and local taxes and the Excise Tax, results in the receipt by such person, on an after-tax basis, of the

Exhibit 10.1

greatest portion of the parachute payments. To the extent any of such payments or benefits are Section 409A deferred compensation, any reduction shall be made in the following order: (i) cash severance payments that are exempt from Section 409A shall be reduced; (ii) other cash payments and benefits that are exempt from Section 409A, but excluding any payments attributable to an acceleration of vesting or payments with respect to equity-based compensation that are exempt from Section 409A, shall be reduced; (iii) any other payments or benefits, but excluding any payments attributable to an acceleration of vesting and payments with respect to equity-based compensation that are exempt from Section 409A, shall be reduced on a pro-rata basis or in such other manner that complies with Section 409A; and (iv) any payments attributable to an acceleration of vesting or payments with respect to equity-based compensation that are exempt from Section 409A shall be reduced, in each case beginning with payments that would otherwise be made last in time. Unless the Company and such person otherwise agree in writing, any determination required under Section III.B hereof shall be made in writing by the Company’s independent public accountants (the “Accountants”), whose determination shall be conclusive and binding upon such person and the Company for all purposes. For purposes of making the calculations required by Section III.B hereof, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and such person shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under Section III.B hereof. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this provision.”

1.Section IV.B (COBRA Continuation and Subsidized COBRA) is hereby amended by inserting a new paragraph at the end of Section IV.B as follows:

“Notwithstanding anything in the Plan to the contrary, (i) the Chief Executive Officer is entitled to a Severance Period of 18 months (whether within the change in control protection period or other than during any change in control protection period), and (ii) a Veralto Corporation Executive Officer is entitled to a Severance Period of: (A) 18 months, in connection with a termination of employment by the Employer without cause or a resignation by the Veralto Corporation Executive Officer for good reason within the change in control protection period, or (B) 12 months, in connection with a termination of employment by the Employer without cause other than during any change in control protection period.”

1.Section V (Termination or Amendment of the Plan) is hereby amended by adding a proviso immediately following the penultimate sentence thereof, to read as follows:

“; provided, however, that no such action or amendment which would adversely affect the rights or potential rights of eligible employees (including, for the avoidance of doubt, the Chief Executive Officer and any Veralto Corporation Executive Officer), and no termination of the Plan, shall be permitted within the change in control protection period.”

1.Section VIII (Other Plan Provisions) is hereby amended by inserting a new Section VIII.G immediately following Section VIII.F as follows:

“G. Definitions – Whenever used in this Plan, the following terms shall have the meanings set forth below:

Exhibit 10.1

1.“change in control protection period” means the period commencing on the date on which a Substantial Corporate Change (as defined in the Veralto Corporation 2023 Omnibus Incentive Plan, as in effect from time to time) occurs and ending 24 months following the date of such Substantial Corporate Change. There can be only one change in control protection period in effect for the Chief Executive Officer or applicable Veralto Corporation Executive Officer.

1.“good reason” means, without the employee’s prior written consent, (i) any material diminution in the employee’s title, position, the scope of duties assigned, responsibilities, or reporting-level; (ii) any reduction in the employee’s (A) base salary or (B) annual target incentive compensation opportunity, other than as part of an across-the-board reduction applied to all similarly situated employees (but in any event not to exceed 10%); (iii) a relocation of more than 50 miles from the location of the employee’s principal job location or office that results in an increased commute; or (iv) any other action or inaction that constitutes a material breach by the Company of any agreement pursuant to which the employee provides services to the Company; provided, that the employee provides the Company with a notice of termination indicating the employee’s intent to terminate his or her employment for “good reason” within 90 days of the employee becoming aware of any circumstances set forth above and that the employee provides the Company with at least 30 days following receipt of such notice to remedy such circumstances.”

1.“Veralto Corporation Executive Officer” means a domestic (United States) senior vice president or other executive officer of the Company (excluding the Chief Executive Officer) designated to participate as a Veralto Corporation Executive Officer by the Compensation Committee of the Board of Directors of the Company.

1.Except as expressly modified hereby, the terms and provisions of the Plan shall remain in full force and effect.

IN WITNESS WHEREOF, the undersigned officer certifies that the Compensation Committee of the Board of Directors of the Company has approved this amendment to the Plan, effective this December 14, 2023.

VERALTO CORPORATION

By: /s/ Lesley Beneteau

Name: Lesley Beneteau

Title: SVP, Chief Human Resources Officer

Cover	Dec. 12, 2023	Oct. 12, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 12, 2023
Entity Registrant Name	Veralto Corporation
Entity Incorporation, State or Country Code	DE
Entity File Number	001-41770
Entity Tax Identification Number	92-1941413
Entity Address, Address Line One	225 Wyman St.
Entity Address, Address Line Two	Suite 250
Entity Address, City or Town	Waltham
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02451
City Area Code	781
Local Phone Number	755-3655
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security		Common stock, $0.01 par value
Trading Symbol		VLTO
Security Exchange Name		NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001967680
Amendment Flag	false