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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
August 2, 2024
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 |
Name of Each Exchange |
||
| 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 8.01 Other Events.
On August 5, 2024, Vontier Corporation (the “Company”) announced that it had entered into an accelerated share repurchase agreement with Goldman Sachs & Co to repurchase $100 million in the aggregate of the Company’s outstanding shares of common stock, par value $0.0001 per share. The Company will repurchase the shares as part of its previously approved $500 million share repurchase authorization announced in May 2021 and replenished in May 2022.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibits are filed herewith:
| 99.1 | Press release, dated August 5, 2024, issued by Vontier Corporation | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Vontier Corporation | ||||||
| August 5, 2024 | By: | /s/ Courtney Kamlet |
||||
| Name: | Courtney Kamlet | |||||
| Title: | Vice President – Chief Governance and ESG Disclosure Officer | |||||
Exhibit 99.1
Vontier Announces $100 Million Accelerated Share Repurchase Program
RALEIGH, North Carolina, August 5, 2024 – Vontier Corporation (NYSE: VNT), a leading global provider of critical technologies and solutions to connect, manage and scale the mobility ecosystem, today announced that it has entered into an accelerated share repurchase agreement (“ASR”) with Goldman Sachs, to repurchase $100 million of Vontier’s common stock.
“The decision to launch this accelerated share repurchase program underscores our belief in the long-term strategic vision and value creation potential of our company,” said Mark Morelli, President and Chief Executive Officer. “Our portfolio is well-aligned in attractive end markets with strong secular tailwinds, and we deliver differentiated value propositions that enable customer success. We are committed to unlocking shareholder value through maximizing returns on capital deployment while balancing investments to accelerate profitable growth as we transform the mobility ecosystem.”
The ASR transactions will be completed as part of Vontier’s existing $500 million share repurchase authorization which was announced in May 2021 and replenished in May 2022, and had approximately $290 million remaining as of August 1, 2024. The final number of shares to be repurchased will be based on the daily volume-weighted average price of Vontier’s common stock during the term of the ASR, less a discount and subject to adjustments pursuant to the terms of the ASR. Vontier expects to fund the repurchases with available cash on-hand and expects the ASR transactions will be settled during the third quarter of 2024.
Subject to completion of this ASR, Vontier is expected to have approximately $190 million remaining under its current repurchase authorization. While the amount and timing of future share purchases are subject to a number of factors, including Vontier’s business, share price and general market conditions, the Company intends to continue repurchases to drive shareholder value. The remaining share repurchases may be made from time to time through open market purchases, 10b5-1 plans, future ASR programs or through privately negotiated transactions.
ABOUT VONTIER
Vontier (NYSE: VNT) is a global industrial technology company uniting productivity, automation and multi-energy technologies to meet the needs of a rapidly evolving, more connected mobility ecosystem. Leveraging leading market positions, decades of domain expertise and unparalleled portfolio breadth, Vontier enables the way the world moves – delivering smart, safe and sustainable solutions to our customers and the planet. Vontier has a culture of continuous improvement and innovation built upon the foundation of the Vontier Business System and embraced by colleagues worldwide. Additional information about Vontier is available on the Company’s website at www.vontier.com.
INVESTOR RELATIONS CONTACT
Ryan Edelman
Vice President, Investor Relations
Vontier Corporation
+1 (984) 238-1929
ryan.edelman@vontier.com
MEDIA CONTACT
Nicole Beck
Vontier Corporation
nicole.beck@vontier.com
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