UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective March 1, 2023, the Board of Directors (the “Board”) of Vontier Corporation (the “Company”) approved an increase in the size of the Board from eight to nine members and appointed Mr. David Foulkes to the Board as a Class I director. In accordance with the Company’s Amended and Restated Certificate of Incorporation, as a Class I director, Mr. Foulkes’s term will expire on the date of the Company’s 2024 annual meeting of stockholders, or upon the director’s earlier death, resignation or removal.
As a non-employee director, Mr. Foulkes will receive the same compensation paid to other non-employee directors, which is described under the caption “Director Compensation—Summary of Director Compensation” in the Company’s Proxy Statement for its 2022 annual meeting filed on April 8, 2022. Mr. Foulkes has also entered into an indemnification agreement with the Company, the Form of which is disclosed as Exhibit 10.27 to the Company’s Registration Statement on Form 10, filed on September 21, 2020, which is incorporated by reference herein.
In connection with the appointment of Mr. Foulkes, the Board determined that Mr. Foulkes is independent within the meaning of the listing standards of the New York Stock Exchange.
There are no arrangements or understandings between Mr. Foulkes and any other person pursuant to which he was selected as a director of the Company.
There are no transactions involving Mr. Foulkes that would be required to be reported under Item 404(a) of Regulation S-K.
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.
| VONTIER CORPORATION | ||||||
| Date: January 26, 2023 | By: | /s/ Courtney Kamlet | ||||
| Name: Courtney Kamlet | ||||||
| Title: Vice President, Group General Counsel and Corporate Secretary | ||||||