Veralto (VLTO) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 14, 2025, with shareholders voting on director elections, auditor ratification, executive compensation, and governance amendments.

• 2024 marked the first full year as a public company, with strong financial performance, portfolio strengthening, and increased dividends.

• Core sales grew 3.7%, adjusted operating profit margin expanded by 80 basis points, and adjusted EPS rose 11% year-over-year.

• Share price outperformed the S&P 500 Industrials sector, and free cash flow conversion reached 98%.

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 recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of 12 members, with 100% attendance at meetings in 2024.

• 50% of directors are female and/or racially/ethnically diverse; average age is 62.

• Board is moving to declassify and phase in annual elections, subject to shareholder approval.

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

• All key committees (Audit, Compensation, Nominating and Governance) are fully independent.

• Annual board and committee self-assessments conducted.

• Enhanced anti-overboarding provisions and robust stock ownership requirements.