Veralto (VLTO) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 13, 2026, with voting on director elections, auditor ratification, and executive compensation.

• 2025 saw strong financial performance: $5.5B sales, 4.7% core sales growth, 24.3% adjusted operating margin, and 10% adjusted EPS growth.

• Strategic focus on water quality and product innovation, with global operations and 17,000 employees.

• Sustainability and ESG initiatives are integrated into business strategy and executive compensation.

Voting matters and shareholder proposals

• Shareholders to elect four Class III directors for one-year terms as part of board declassification.

• Ratification of Ernst & Young LLP as independent auditor for 2026.

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

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of 12 members, with a mix of skills in global business, sustainability, digital, and finance.

• Chair and CEO roles are separated; Linda Filler serves as independent Chair.

• Board declassification underway, moving to annual elections by 2028.

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

• Annual board and committee self-assessments and director education programs in place.

• Enhanced anti-overboarding and stock ownership requirements for directors.