Veralto (VLTO) Proxy Filing summary

Executive summary

• Achieved strong financial performance in 2024, with core sales growth of 3.7%, adjusted operating profit margin expansion, double-digit adjusted EPS growth, and robust free cash flow conversion of 98%.

• Enhanced portfolio through strategic investments, increased dividend, and exited lower-value product lines.

• Sustainability integrated into business strategy, with climate targets and responsible supply chain initiatives.

• Nearly 17,000 associates in over 60 countries, with a focus on innovation and public health.

Voting matters and shareholder proposals

• Election of four Class II directors to serve until 2028.

• Ratification of Ernst & Young LLP as independent auditor for 2025.

• Advisory vote on named executive officer compensation (say-on-pay).

• Amendments to declassify the Board and eliminate supermajority voting requirements.

Board of directors and corporate governance

• Board consists of 12 members, 100% attendance in 2024, with 50% female and/or racially/ethnically diverse.

• Recent actions include appointing an independent director with digital expertise, phasing out classified board, and eliminating supermajority voting requirements.

• Separate Chair and CEO roles, with an independent Chair.

• Annual board and committee self-assessments and enhanced anti-overboarding provisions.