Veralto (VLTO) Proxy Filing summary

Voting matters and shareholder proposals

• Four Class II directors are nominated for election to serve until the 2028 Annual Meeting and until successors are qualified.

• Ratification of Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2025 is proposed.

• Advisory approval of named executive officer compensation is on the agenda.

• Amendments to the Certificate of Incorporation are proposed to phase out board classification and eliminate supermajority voting requirements.

Board of directors and corporate governance

• Proposals include electing four directors and phasing out the classified board structure.

• Elimination of supermajority voting requirements is recommended.

Executive compensation and say-on-pay

• Advisory vote on executive compensation for named executive officers is included.