0001757073FALSE--12-3100017570732024-05-212024-05-21

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________
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): May 21, 2024
_____________________________________________
envistalogoa26.jpg
ENVISTA HOLDINGS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
_____________________________________________
Delaware
(State or Other Jurisdiction of Incorporation)
001-3905483-2206728
(Commission File Number)(IRS Employer Identification No.)
200 S. Kraemer Blvd., Building E92821
Brea,California
(Address of Principal Executive Offices)(Zip Code)
(714) 817-7000
(Registrant’s Telephone Number, Including Area Code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
_____________________________________________
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 NVST 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 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

On May 21, 2024, at the Annual Meeting of Stockholders, the stockholders of Envista Holdings Corporation (the “Company”) approved the amendment to the Company’s Second Amended and Restated Certificate of Incorporation, as amended (the “Charter Amendment”), to provide for the exculpation of certain officers of the Company against personal liability to the extent permitted by the Delaware General Corporation Law (“DGCL”), as further described in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 8, 2024.

The Charter Amendment became effective upon the Company’s filing of a Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on May 21, 2024 (the “Certificate of Amendment”). The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On May 21, 2024, the Company held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the following proposals:

Proposal 1- Election of Directors

The Company’s stockholders elected the persons listed below as Directors for a one-year term expiring at the Company’s 2025 annual meeting of stockholders and until his or her successor is elected and qualified by the following votes:
NomineeVotes ForVotes WithheldBroker Non-Votes
Wendy Carruthers  154,451,4883,953,5622,669,575
Kieran Gallahue151,552,7826,852,2682,669,575
Scott Huennekens151,818,3256,586,7252,669,575
Barbara Hulit155,477,5472,927,5032,669,575
Vivek Jain  157,801,913603,1372,669,575
Daniel Raskas91,817,34766,587,7032,669,575
Christine Tsingos155,114,5093,290,5412,669,575

Proposal 2 - Ratification of the Appointment of Ernst & Young LLP as Independent Registered Public Accountant

To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024. The proposal was approved by a vote of stockholders as follows:

Votes ForVotes AgainstVotes AbstainedBroker Non-Votes
160,931,764  64,33277,895—

Proposal 3 - Advisory Vote to Approve Executive Compensation

To approve on an advisory basis the Company’s named executive officer compensation. The proposal was approved by a vote of stockholders as follows: 

Votes ForVotes AgainstVotes AbstainedBroker Non-Votes
148,800,038  9,539,08965,2882,669,576



Proposal 4 - Approval of an Amendment to Our Second Amended and Restated Certificate of Incorporation to Include an Officer Exculpation Provision

To approve an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to provide for the limitation of liability of officers of the Company as permitted pursuant to recent amendments to the DGCL: 

Votes ForVotes AgainstVotes AbstainedBroker Non-Votes
130,674,925  27,625,869103,6212,669,576

Proposal 5 - Election of Additional Director

The Company’s stockholders elected the person listed below as Director for a one-year term expiring at the Company’s 2025 annual meeting of stockholders and until his successor is elected and qualified by the following votes:

NomineeVotes ForVotes WithheldBroker Non-Votes
Paul Keel154,302,3952,348,0974,423,499

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
Exhibit No. Description
 
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)


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.
 ENVISTA HOLDINGS CORPORATION
   
   
Date: May 24, 2024By:/s/ Mark Nance
  Mark Nance
  Senior Vice President, General Counsel and Secretary



Exhibit 3.1

CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
ENVISTA HOLDINGS CORPORATION
(a Delaware corporation)

Envista Holdings Corporation (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows:

1.This Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Corporation’s Second Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on June 22, 2021 (the “Certificate of Incorporation”).
2.This amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL.
3.Section 7.01 of the Certificate of Incorporation is hereby amended and restated in its entirety as follows:

“Section 7.01 Limitation on Liability. To the fullest extent permitted by the DGCL, as it now exists and as it may hereafter be amended, a director or officer of the Corporation shall not be personally liable to the Corporation or any of its stockholders for monetary damages for breach of a fiduciary duty as a director or officer, except for liability (i) for any breach of the director’s or officer’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, in the case of directors only, (iv) for any transaction from which the director or officer derived an improper personal benefit or (v) for any action by or in the right of the Corporation, in the case of officers only; provided that if the DGCL shall be amended or modified to provide for exculpation for any director or officer in any circumstances where exculpation is prohibited pursuant to any of the preceding clauses (i) through (v), then such directors or officers shall be entitled to exculpation to the maximum extent permitted by such amendment or modification. For purposes of this Section 7.01, “officer” shall have the meaning provided in Section 102(b)(7) of the DGCL, as it presently exists or may hereafter be amended from time to time. No amendment to, modification of or repeal of this Section 7.01 shall apply to or have any adverse effect on any right or protection of, or any limitation of the liability of, a director or officer of the Corporation existing at the time of such repeal or modification with respect to acts or omissions of such director or officer occurring prior to such amendment, modification or repeal.”

4.Except as amended hereby, all other provisions of the Certificate of Incorporation shall remain in full force and effect.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed this 21st day of May, 2024.

ENVISTA HOLDINGS CORPORATION
By: /s/ Mark Nance
Name: Mark Nance
Title: Senior Vice President, General Counsel and Secretary


v3.24.1.1.u2
Cover
May 21, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 21, 2024
Entity Registrant Name ENVISTA HOLDINGS CORPORATION
Entity Incorporation, State or Country Code DE
Entity File Number 001-39054
Entity Tax Identification Number 83-2206728
Entity Address, Address Line One 200 S. Kraemer Blvd., Building E
Entity Address, City or Town Brea,
Entity Address, State or Province CA
Entity Address, Postal Zip Code 92821
City Area Code 714
Local Phone Number 817-7000
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 NVST
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001757073
Amendment Flag false
Current Fiscal Year End Date --12-31
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