8-K

VONTIER CORPORATION

Date: May 24, 2023

/s/ Courtney Kamlet

Courtney Kamlet

Vice President - Group General Counsel and Corporate Secretary

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

May 22, 2023

Date of Report (Date of Earliest Event Reported)

Vontier Corporation

(Exact Name of Registrant as Specified in Its Charter)


Delaware	001-39483	84-2783455
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. 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	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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 5.07

Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Vontier Corporation (the “Company”) held on May 22, 2023, the Company’s stockholders voted on the following three proposals and cast their votes as described below:

Proposal 1: To elect Gloria R. Boyland, Christopher J. Klein and Maryrose Sylvester to serve for an annual term expiring at the 2024 Annual Meeting of Stockholders of the Company and until their successors are duly elected and qualified. Each of Mses. Boyland and Sylvester and Mr. Klein was elected for an annual term by a vote of the Company’s stockholders as follows:


	For		Against		Abstain		Broker Non-Votes
Gloria R. Boyland		134,308,666		3,430,703		58,469		6,628,270
Christopher J. Klein		133,167,610		4,569,360		60,868		6,628,270
Maryrose Sylvester		133,965,813		3,775,173		56,852		6,628,270

Proposal 2: To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. The proposal was approved by a vote of the Company’s stockholders as follows:


For			143,871,294
Against			482,557
Abstain			72,257

Proposal 3: To approve, on an advisory basis, the Company’s named executive officer compensation as disclosed in the proxy statement for the Annual Meeting. The proposal was approved, on an advisory basis, by a vote of the Company’s stockholders as follows:


For			129,255,870
Against			8,436,553
Abstain			105,415
Broker Non-Votes			6,628,270