Filed: 15 Mar 21, 7:07am
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
March 15, 2021
Date of Report (Date of Earliest Event Reported)
|(Exact Name of Registrant as Specified in Its Charter)|
(State or Other Jurisdiction Of Incorporation)
|(Commission File Number)||(I.R.S. Employer Identification No.)|
|5438 Wade Park Boulevard, Suite 600|
|(Address of Principal Executive Offices)||(Zip Code)|
|(Registrant's Telephone Number, Including Area Code)|
|(Former Name or Former Address, if Changed Since Last Report)|
☐ 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 $.0001 per share||VNT||New York Stock Exchange|
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
Effective March 15, 2021, Board of Directors (the “Board”) of Vontier Corporation (the “Company”) increased the size of the Company’s Board from six to seven members and appointed Mr. Robert L. Eatroff to the Board as a Class II director. In accordance with the Company’s Amended and Restated Certificate of Incorporation, as a Class II director, the term for Mr. Eatroff will expire on the date of the Company’s 2022 annual meeting of stockholders, or upon the director’s earlier death, resignation or removal.
As a non-employee director, Mr. Eatroff will receive the same compensation paid to other non-employee directors as disclosed in Exhibit 10.24 to the Company’s Registration Statement on Form 10, filed on September 21, 2020 (the “Form 10”), which is incorporated by reference herein. Mr. Eatroff has also entered into an indemnification agreement with the Company, the Form of which is disclosed as Exhibit 10.27 to the Form 10 and is incorporated by reference herein.
In connection with the appointment of Mr. Eatroff, the Board also determined that Mr. Eatroff is independent within the meaning of the listing standards of the New York Stock Exchange.
There is no arrangement or understanding between Mr. Eatroff and any other person pursuant to which he was selected as a director of the Company.
There are no transactions involving Mr. Eatroff that would be required to be reported under Item 404(a) of Regulation S-K.
|Date:||March 15, 2021||By:||/s/ Courtney Kamlet|
|Title:||Vice President - Associate General Counsel and Corporate Secretary|