0001967680FALSE00019676802025-08-012025-08-01
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):
November 3, 2025
______________________________________________________
Veralto Corporation
(Exact Name of Registrant as Specified in Its Charter)
______________________________________________________
Delaware
(State or Other Jurisdiction of Incorporation)
|
|
|
|
|
|
|
|
|
| 001-41770 |
|
92-1941413 |
| (Commission File Number) |
|
(IRS Employer Identification No.) |
|
|
|
225 Wyman St., Suite 250 |
|
|
Waltham, MA 02451 |
|
781-755-3655 |
| (Address of Principal Executive Offices) |
|
(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, $0.01 par value |
VLTO |
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. |
On November 3, 2025, Veralto Corporation (the “Company”) announced that Kimberly Y. Chainey will serve as Senior Vice President and Chief Legal Officer effective December 1, 2025 (the “Effective Date”).
Ms. Chainey, age 50, previously oversaw global legal affairs at AptarGroup, Inc. from July 2020 until November 2025, where she served as Executive Vice President, Chief Legal Officer and Corporate Secretary. Prior to her time with Aptar, Ms. Chainey served as Vice President and General Counsel of Panasonic Avionics Corporation. Ms. Chainey brings over 20 years of international and domestic experience advising c-suite executives and boards of directors of Global 100 and Fortune 500 companies, venture companies, and government entities. She has held progressively senior roles with law firms and companies such as Morgan Lewis, The Hershey Company, and Avis Budget Group, Inc.
There are no arrangements or understandings between Ms. Chainey and any other persons in connection with her appointment as an officer of the Company. Ms. Chainey has no interest in any transaction in which the Company is a participant that would require disclosure under Item 404(a) of Regulation S-K. There are no family relationships between Ms. Chainey and any other executive officer or director of the Company.
In connection with her employment, the Company and Ms. Chainey entered into an offer letter pursuant to which she will receive the following compensation:
•Annual base salary of $600,000;
•Eligibility to participate in the Company’s annual incentive plan with a target bonus of 75% base salary;
•One-time sign-on cash award in the amount of $400,000, payable in the first normal payroll date following the Effective Date;
•One-time sign-on equity award with a target value of $3.5 million to be granted in March 2026, with the award allocated as follows: (i) $2.0 million in the form of restricted stock units vesting 33% on each of the first, second and third anniversaries of the grant date; and (ii) $1.5 million in the form of restricted stock units vesting 50% on each of the third and fourth anniversaries of the grant date; and
•Annual equity award with a target value of $1.0 million to be granted in March 2026, with the award allocated as follows: (i) 50% in the form of performance stock units with a three-year performance period; (ii) 25% in the form of stock options vesting 50% on each of the third and fourth anniversaries of the grant date; and 25% in the form of restricted stock units vesting 50% on each of the third and fourth anniversaries of the grant date.
A portion of the one-time sign-on awards described above is intended as a make-whole payment for compensation from her previous position that Ms. Chainey may forfeit as a result of her joining the Company.
The foregoing description of the offer letter is qualified in its entirety by reference to the full text of the offer letter, a copy of which is filed herewith as Exhibit 10.1.
The Company and Ms. Chainey will enter into the Company’s standard form of indemnification agreement filed as Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission on February 28, 2024.
|
|
|
|
|
|
ITEM 7.01. |
REGULATION FD DISCLOSURE. |
On November 3, 2025, the Company issued a press release naming Ms. Chainey as the Company’s Senior Vice President and Chief Legal Officer effective December 1, 2025. A copy of the press release is attached as Exhibit 99.1.
This information, including Exhibit 99.1, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
|
|
|
|
|
|
ITEM 9.01. |
FINANCIAL STATEMENTS AND EXHIBITS. |
|
|
|
|
|
|
Exhibit No. |
Description |
| 10.1 |
|
| 99.1 |
|
104 |
Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibit 101) |
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.
|
|
|
|
|
|
|
|
|
|
VERALTO CORPORATION |
|
|
|
|
|
|
| Date: November 3, 2025 |
By: |
/s/ James A. Tanaka |
|
|
Name: James A. Tanaka |
|
|
Title: Vice President, Securities & Governance and Secretary |
EX-10.1
2
exhibit101-offerlette.htm
EX-10.1
exhibit101-offerlette
Veralto Corporation September 25, 2025 Kim Chainey Offer Letter Dear Kim: Congratulations! I am delighted to extend you an offer of employment with Veralto Corporation (the “Company”). We look forward to welcoming you to our dynamic team. As we discussed, your position would be Senior Vice President and Chief Legal Officer, reporting to Jennifer Honeycutt, President and CEO, Veralto. Please allow this letter to serve as documentation of the offer extended to you. Start Date: Your start date will be December 1, 2025. Base Salary: Your base salary will be paid at the annual rate of $600,000, subject to periodic review, and payable in accordance with the Company's usual payroll practices. Incentive Compensation: You are eligible to participate in the Executive Officer Incentive Compensation Plan (ICP) with a target bonus of 75% of your annual base salary, subject to periodic review. Normally, ICP payments are made during the first quarter of the following calendar year. This bonus is based on a Company Financial Factor and a Personal Performance Factor which are determined each year. Associates who commence employment on or after October 1 of the calendar year in which they commence employment will not be eligible for ICP bonus for that calendar year. Associates who commence employment prior to October 1 of the calendar year in which they commence employment will be eligible for an ICP bonus on a pro-rated basis. Benefits: You will be eligible to participate in any associate benefit plan that the Company has adopted or may adopt, maintain, or contribute to for the benefit of its regular employees generally, subject to satisfying any applicable eligibility requirements. You will be eligible to participate in our comprehensive health and other insurance benefits immediately upon your first day of employment with the Company. You will be eligible to participate in our 401(k) retirement plan beginning on your first day of employment subject to the applicable plan. We will provide further information about our various benefit programs in a separate document. Vacation/ Paid Time Off: You will be eligible to participate in our unlimited “permissive” Paid Time Off program, allowing you to take time off when needed, with approval, without a set number of days. Equity Award Program. You will be eligible to participate in Veralto’s annual equity program. As such, a recommendation will be considered and acted upon as appropriate following commencement of your employment generally in March with respect to annual awards. The target value of this grant will be $1,000,000, with March 1, 2026 as the next target award date. The grant will consist of 25% stock options and 25% RSUs, each vesting 50% on each of the third and fourth anniversaries of the grant date; and 50% PSUs on a 3-year performance cycle from grant date, vesting after the 3rd year of the performance period. We expect the target level of future grants to be at the same or similar levels, however, target levels year-to- year, equity vehicle, vesting, and participation are not guaranteed and may fluctuate. Additionally, all grant recommendations and awards are based on both individual and company performance, subject to Board approval and governed solely by the terms and conditions set forth in Veralto Corporation 2023 Omnibus Exhibit 10.1
Incentive Plan and in the particular form of award agreement required to be signed with respect to each award. New Hire Equity Award. A recommendation will be made to grant you a new hire equity award. This recommendation will be considered and action upon as appropriate following commencement of your employment, with March 1, 2026 as the target award date and a target award value of $3, 5 00,000, consisting of: $2,000,000 in RSU’s vesting over 3-years at 33% per year (1, 2, 3), and $1,500,000 in RSU’s vesting 50% in year 3 and year 4. Any equity awards set forth above will be governed solely by the terms and conditions set forth in Veralto's 2023 Omnibus Incentive Plan and in the particular form of award agreement required to be signed with respect to each award. Unless Veralto determines otherwise, the following methodology in connection with this equity awards will be used: • The target award value of any grant(s) may be split between stock options, RSUs, and PSUs. • The target award value attributable to stock options will be converted into a specific number of options based on a Black Scholes valuation methodology. • The target award value attributable to RSUs and PSUs will be converted into a specific number of RSUs using the closing price of Veralto's common stock on the grant date. Veralto cannot guarantee that any equity award granted to you will ultimately have any particular value, or any value. Signing Bonus: The Company will provide you a signing bonus equal to $400,000 that is payable in the first normal payroll date following the commencement of your employment with the Company. Payment of this bonus is conditioned on your execution of the Signing Bonus Repayment Agreement. We will provide the agreement in a separate document. Supplemental Retirement/Deferred Compensation Benefit: You will be eligible to participate in Veralto's executive supplemental retirement/deferred compensation program. This program is a nonqualified executive benefit designed to supplement retirement benefits that otherwise are limited by IRS regulations and provide the opportunity for you to defer taxation on a portion of your current income (base salary or ICP bonus or both). Vesting requirements and your participation in the program are subject to all of the terms and conditions set forth in the applicable plan documents. Additional information on the program will be provided to you by Fidelity after you join the Company. At-Will Employment: Nothing in this offer letter shall be construed as any agreement, express or implied, to employ you for any stated term. Your employment with the Company will be on an at-will basis, which means that either you or the Company can terminate the employment relationship at any time and for any reason (or no reason), with or without notice. Conditions of Employment Offer: This offer of employment is expressly conditioned upon successful completion of a background and reference check, and your execution and return of the following documents no later than the date stated in the acknowledgment below. These documents will be sent to you under separate cover. • Agreement Regarding Competition and the Protection of Proprietary Interests • Certification of Veralto Corporation Code of Conduct • Certification of Compliance of Obligations to Prior Employers • Signing Bonus Repayment Agreement Thank you for considering our offer. We anticipate that you will make a very strong contribution to the success of the Company and believe this is an excellent professional opportunity for you. We look forward to the opportunity to work with you as we pursue our very aggressive goals.
I realize that a career decision such as this has a major impact on you and your family. If there is anything we can do, please do not hesitate to contact me. Sincerely yours, /s/ Jennifer Honeycutt Jennifer Honeycutt President and CEO, Veralto
Acknowledgement Please acknowledge that you have read, understood and accept this offer of at will employment by signing and returning it to me, along with the above-referenced signed Agreement Regarding Competition and the Protection of Proprietary Interests, Certification of Veralto Corporate Code of Conduct, Certification of Compliance of Obligations to Prior Employers, Relocation Payment Agreement, and Signing Bonus Repayment Agreement no later than September 29, 2025. /s/ Kimberly Y. Chainey Kimberly Y. Chainey October 5, 2025 Date
EX-99.1
3
exhibit991pressrelease-v.htm
EX-99.1
exhibit991pressrelease-v
Veralto Appoints Kim Chainey as Chief Legal Officer WALTHAM, Mass. (Nov. 3, 2025) – Veralto (NYSE: VLTO), a global leader in essential water and product quality solutions dedicated to Safeguarding the World's Most Vital Resources™, announced the appointment of Kimberly Y. (Kim) Chainey as Senior Vice President and Chief Legal Officer, effective December 1, 2025. She will report to Veralto President and Chief Executive Officer, Jennifer L. Honeycutt. “Kim brings to Veralto not only impressive legal acumen with global reach, but also an ethos of business partnership,” said Honeycutt. “She is a forward-looking thinker with experience in areas that directly tie to our efforts to support clean water, safe food and trusted essential goods. Kim is an ideal fit for our business as we continue to grow our enterprise, deliver for our stakeholders, and drive a sustainable future for people around the world.” Chainey joins Veralto from Aptar Group, where she oversaw global legal affairs as Executive Vice President, Chief Legal Officer and Corporate Secretary. There, she led the organization’s legal, compliance and government relations activities in support of the company’s drug and consumer product dosing, dispensing and protection technologies. Chainey has more than 20 years advising C-suite executives and boards at Global 100, Fortune 500 and government entities, leading complex global legal, regulatory, compliance and government relations functions to address their most strategic challenges. Before joining Aptar, Chainey held legal leadership roles of increasing responsibility at Panasonic Aviation Corporation, Avis Budget Group, the Hershey Company and Morgan Lewis. “I have been following Veralto since its inception and have been inspired by the incredible things this company is doing to impact public safety around the world,” said Chainey. "Over the past twenty years, I have been honored to guide global organizations as they confront intricate legal, compliance and strategic challenges with integrity and vision. My career has been defined by turning complex problems into clear paths forward, as well as developing others to lead with purpose. It’s exciting to be joining such an impressive leadership team, a legal organization that is filled with top-flight talent, and an enterprise that is making important contributions to our planet.” Chainey holds a bachelor’s degree in environmental science and public policy from Harvard University and both juris doctor and Master of Business Administration degrees from the University of Pennsylvania. Chainey has received numerous awards, recently being named a 2025 Legends in Law by the Burton Awards in association with the Library of Congress, the American Bar Association and Law360. Agenda, a FT news service, listed her as Future 50 board member, and Savoy Magazine included her as one of the Most Influential Women in Corporate America and Most Influential Black Lawyers in the United States. Chainey is also a Board Member of DirectWomen, a national nonprofit that works to increase representation of women lawyers on corporate boards. Exhibit 99.1
About Veralto With annual sales of over $5 billion, Veralto is a global leader in essential technology solutions with a proven track record of solving some of the most complex challenges we face as a society. Our industry-leading companies with globally recognized brands help billions of people around the world access clean water, safe food and trusted essential goods. Headquartered in Waltham, Massachusetts, our global team of nearly 17,000 associates is committed to making an enduring positive impact on our world and united by a powerful purpose: Safeguarding the World's Most Vital Resources™. Media Relations Contact: Steve Field Vice President, Communications steve.field@veralto.com