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 27, 2020
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ENVISTA HOLDINGS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
_____________________________________________
Delaware
(State or Other Jurisdiction of Incorporation)
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:
☐ | 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:
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Common stock,  ENVISTA HOLDINGS CORPORATION (Exact Name of Registrant as Specified in Its Charter) _____________________________________________ Delaware (State or Other Jurisdiction of Incorporation)
(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:
Securities registered pursuant to Section 12(b) of the Act:
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 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS On May 27, 2020, Envista Holdings Corporation (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders voted on the following proposals: 1. To elect Mr. Kieran T. Gallahue to serve as a Class I Director, for a three-year term expiring at the 2023 annual meeting of stockholders and until his successor is elected and qualified. Mr. Gallahue was elected by a vote of the shareholders as follows:
2. To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020. The proposal was approved by a vote of shareholders as follows:
3. To approve on an advisory basis the Company’s named executive officer compensation. The proposal was approved by a vote of shareholders as follows:
4. To hold an advisory vote relating to the frequency of future shareholder advisory votes on the Company’s named executive officer compensation. The Company’s shareholders voted as follows on this proposal:
Based on the voting results set forth above, the Company has adopted a policy to hold an annual advisory vote on named executive officer compensation until the next required vote on the frequency of shareholder advisory votes on the Company’s named executive officer compensation. 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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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 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 27, 2020, Envista Holdings Corporation (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders voted on the following proposals:
1. To elect Mr. Kieran T. Gallahue to serve as a Class I Director, for a three-year term expiring at the 2023 annual meeting of stockholders and until his successor is elected and qualified. Mr. Gallahue was elected by a vote of the shareholders as follows:
For | 141,135,235 | |||
Against | — | |||
Abstain | 7,708,377 | |||
Broker Non-Votes | 2,314,906 | |||
2. To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020. The proposal was approved by a vote of shareholders as follows:
For | 150,848,722 | |||
Against | 49,477 | |||
Abstain | 260,319 | |||
3. To approve on an advisory basis the Company’s named executive officer compensation. The proposal was approved by a vote of shareholders as follows:
For | 147,459,722 | |||
Against | 1,238,866 | |||
Abstain | 145,024 | |||
Broker Non-Votes | 2,314,906 | |||
4. To hold an advisory vote relating to the frequency of future shareholder advisory votes on the Company’s named executive officer compensation. The Company’s shareholders voted as follows on this proposal:
One Year | 147,255,933 | |||
Two Years | 2,333 | |||
Three Years | 1,446,765 | |||
Abstain | 138,581 | |||
Broker Non-Votes | 2,314,906 | |||
Based on the voting results set forth above, the Company has adopted a policy to hold an annual advisory vote on named executive officer compensation until the next required vote on the frequency of shareholder advisory votes on the Company’s named executive officer compensation.
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: June 2, 2020 | By: | /s/ Mark Nance |
Mark Nance | ||
Senior Vice President and General Counsel | ||