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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
_____________________________________________
ENVISTA HOLDINGS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
_____________________________________________
Delaware
(State or Other Jurisdiction of Incorporation)
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|
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001-39054 | 83-2206728 |
(Commission File Number) | (IRS Employer Identification No.) |
| | | | | | | | |
|
| | |
200 S. Kraemer Blvd., Building E | 92821 |
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:
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | 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:
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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:
| | | | | | | | | | | | | | | | | | | | | | |
Nominee | | | | Votes For | | Votes Withheld | | Broker Non-Votes |
Wendy Carruthers | | | | 154,451,488 | | 3,953,562 | | 2,669,575 |
Kieran Gallahue | | | | 151,552,782 | | 6,852,268 | | 2,669,575 |
Scott Huennekens | | | | 151,818,325 | | 6,586,725 | | 2,669,575 |
Barbara Hulit | | | | 155,477,547 | | 2,927,503 | | 2,669,575 |
Vivek Jain | | | | 157,801,913 | | 603,137 | | 2,669,575 |
Daniel Raskas | | | | 91,817,347 | | 66,587,703 | | 2,669,575 |
Christine Tsingos | | | | 155,114,509 | | 3,290,541 | | 2,669,575 |
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 For | | Votes Against | | Votes Abstained | | Broker Non-Votes |
160,931,764 | | 64,332 | | 77,895 | | — |
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 For | | Votes Against | | Votes Abstained | | Broker Non-Votes |
148,800,038 | | 9,539,089 | | 65,288 | | 2,669,576 |
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 For | | Votes Against | | Votes Abstained | | Broker Non-Votes |
130,674,925 | | 27,625,869 | | 103,621 | | 2,669,576 |
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:
| | | | | | | | | | | | | | | | | | | | | | |
Nominee | | | | Votes For | | Votes Withheld | | Broker Non-Votes |
Paul Keel | | | | 154,302,395 | | 2,348,097 | | 4,423,499 |
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
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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.
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| ENVISTA HOLDINGS CORPORATION |
| | |
| | |
Date: May 24, 2024 | By: | /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 |
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