Vontier Corp false 0001786842 0001786842 2024-05-06 2024-05-06

 

 

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 6, 2024

 

 

Vontier Corporation

(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware

(State or Other Jurisdiction

of Incorporation)

 

001-39483   84-2783455

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

5438 Wade Park Boulevard, Suite 600  
Raleigh, NC   27607
(Address of Principal Executive Offices)   (Zip Code)

(984) 275-6000

(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, par value $0.0001 per share   VNT   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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective June 4, 2024, the Board of Directors (the “Board”) of Vontier Corporation (the “Company”) approved an increase in the size of the Board from nine to ten members and appointed Mr. James Darrell Thomas to the Board as a Class II director. In accordance with the Company’s Amended and Restated Certificate of Incorporation, as a Class II director, Mr. Thomas’s term will expire on the date of the Company’s 2025 annual meeting of stockholders, or upon the director’s earlier death, resignation or removal.

As a non-employee director, Mr. Thomas will receive the same compensation paid to other non-employee directors, which is described under the caption “Director Compensation—Summary of Director Compensation” in the Company’s Proxy Statement for its 2024 annual meeting filed on April 15, 2024. Mr. Thomas has also entered into an indemnification agreement with the Company, the Form of which is disclosed as Exhibit 10.27 to the Company’s Registration Statement on Form 10, filed on September 21, 2020, which is incorporated by reference herein.

In connection with the appointment of Mr. Thomas, the Board determined that Mr. Thomas is independent within the meaning of the listing standards of the New York Stock Exchange.

There are no arrangements or understandings between Mr. Thomas and any other person pursuant to which he was selected as a director of the Company.

There are no transactions involving Mr. Thomas that would be required to be reported under Item 404(a) of Regulation S-K.

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.

 

    VONTIER CORPORATION
Date: May 9, 2024     By:  

/s/ Courtney Kamlet

      Name: Courtney Kamlet
      Title: Vice President, Chief Governance and ESG Disclosure Officer
v3.24.1.u1
Document and Entity Information
May 06, 2024
Cover [Abstract]  
Entity Registrant Name Vontier Corp
Amendment Flag false
Entity Central Index Key 0001786842
Document Type 8-K
Document Period End Date May 06, 2024
Entity Incorporation State Country Code DE
Entity File Number 001-39483
Entity Tax Identification Number 84-2783455
Entity Address, Address Line One 5438 Wade Park Boulevard
Entity Address, Address Line Two Suite 600
Entity Address, City or Town Raleigh
Entity Address, State or Province NC
Entity Address, Postal Zip Code 27607
City Area Code (984)
Local Phone Number 275-6000
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common stock, par value $0.0001 per share
Trading Symbol VNT
Security Exchange Name NYSE
Entity Emerging Growth Company false
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