8-KThe WireRoutine
Bylaw Amendment · Shareholder Vote
Filed Apr 25, 2025 · 1y ago · Accession 0001193125-25-096747
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Material event — a significant development the company must disclose promptly.
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View original ↗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): April 22, 2025
Revvity, Inc.
(Exact Name of Registrant as Specified in its Charter)
Massachusetts
001-05075
04-2052042
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
77 4 th Avenue , Waltham , Massachusetts
02451
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code: (781) 663-6900
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 ( see General Instruction A.2. below):
☐
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 exchange
on which registered
Common stock, $1 par value per share
RVTY
The New York Stock Exchange
1.875% Notes due 2026
RVTY26
The 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 5.03
Amendments to Articles of Organization or Bylaws; Change in Fiscal Year
At the annual meeting of shareholders of Revvity, Inc. (the “Company”) held on April 22, 2025, the shareholders voted on and approved a proposal to amend the Company’s Restated Articles of Organization, as amended (the “Articles of Organization”), to implement a majority voting standard for specified corporate actions (the “Majority Voting Standard”). On April 23, 2025, the Company filed articles of amendment to the Articles of Organization (the “Articles of Amendment”) with the Secretary of the Commonwealth of Massachusetts (the “Secretary of the Commonwealth”) to effect the amendments to the Articles of Organization approved by the shareholders. Subsequently, on the same day, the Company filed articles of correction to the Articles of Organization (the “Articles of Correction”) with the Secretary of the Commonwealth to include a page of the Articles of Amendment that was included in the Company’s transmission of the Articles of Amendment to the Secretary of the Commonwealth but which was not received by the Secretary of the Commonwealth. Copies of the Articles of Amendment and the Articles of Correction, both effective as of April 23, 2025, are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and incorporated herein by reference.
In connection with the Majority Voting Standard, the board of directors of the Company approved an amendment and restatement of the Company’s Amended and Restated By-laws (prior to such amendment and restatement, the “Prior By-laws”) to, among other updates, implement the Majority Voting Standard (as amended and restated, the “Amended and Restated By-laws”) effective as of April 24, 2025. A copy of the Amended and Restated By-laws, in redline form to show the amendments made by the Company to the Prior By-laws, is attached hereto as Exhibit 3.3 and incorporated herein by reference.
Item 5.07
Submission of Matters to a Vote of Security Holders.
At the annual meeting of shareholders of the Company held on April 22, 2025, the shareholders voted on the following proposals:
•
a proposal to elect the ten nominees for director named below for terms of one year each;
•
a proposal to ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the current fiscal year;
•
a proposal to approve, by non-binding advisory vote, the Company’s executive compensation;
•
a proposal to amend the Company’s Restated Articles of Organization, as amended, and the Company’s Amended and Restated By-laws to implement the Majority Voting Standard; and
•
a shareholder proposal regarding ability to call special shareholder meeting.
The shareholders elected each of the nominees to serve as a director for a term of one year. The final number of votes cast for or against or abstaining and the number of broker non-votes for each nominee are listed below. The proposal to ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm, the proposal to approve, by non-binding advisory vote, the Company’s executive compensation, and the proposal to amend the Company’s Restated Articles of Organization, as amended, and the Company’s Amended and Restated By-laws to implement the Majority Voting Standard were also approved. The final number of votes cast for or against or abstaining from voting on those three proposals and the number of broker non-votes on the executive compensation proposal and the Majority Voting Standard proposal are listed below. The shareholder proposal regarding ability to call special shareholder meeting was approved. The final number of votes cast for or against or abstaining from voting and the number of broker non-votes on that proposal are listed below.
Proposal #1 – To elect the following nominees as our directors for terms of one year each:
Name
Votes in Favor
Votes Against
Abstentions
Broker Non-Votes
Peter Barrett, PhD
97,163,257
4,306,671
54,311
4,155,796
Samuel R. Chapin
100,030,553
1,420,897
72,789
4,155,796
Michael A. Klobuchar
101,183,877
280,115
60,247
4,155,796
Michelle McMurray-Heath, MD, PhD
101,281,324
193,378
49,537
4,155,796
Alexis P. Michas
98,367,736
3,103,143
53,360
4,155,796
Prahlad R. Singh, PhD
101,268,785
197,380
58,074
4,155,796
Sophie V. Vandebroek, PhD
101,272,302
198,804
53,133
4,155,796
Michael Vounatsos
98,842,306
2,608,120
73,813
4,155,796
Frank Witney, PhD
100,141,849
1,322,316
60,074
4,155,796
Pascale Witz
101,267,012
197,912
59,315
4,155,796
Proposal #2 – To ratify the selection of Deloitte & Touche LLP as the Company’s independent public accounting firm for the current fiscal year.
For
Against
Abstain
Broker Non-Votes
103,598,283
1,968,762
112,990
0
Proposal #3 – To approve, by non-binding advisory vote, the Company’s executive compensation.
For
Against
Abstain
Broker Non-Votes
92,835,062
8,444,564
244,613
4,155,796
Proposal #4 – To amend the Company’s Restated Articles of Organization, as amended, and the Company’s Amended and Restated By-laws to implement the Majority Voting Standard.
For
Against
Abstain
Broker Non-Votes
98,409,372
363,712
2,751,155
4,155,796
Proposal #5- Shareholder proposal regarding ability to call special shareholder meeting.
For
Against
Abstain
Broker Non-Votes
66,916,220
35,272,422
335,597
4,155,796
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No.
Description
3.1
Articles of Amendment to Restated Articles of Organization, as amended, effective as of April 23, 2025.
3.2
Articles of Correction to Restated Articles of Organization, as amended, effective as of April 23, 2025.
3.3
Amended and Restated By-laws, redlined for amendments effective as of April 24, 2025.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURE
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.
REVVITY, INC.
Date: April 25, 2025
By:
/s/ John L. Healy
John L. Healy
Vice President and Assistant Secretary
Filing details
- Company
- REVVITY, INC.
- Ticker
- RVTY
- CIK
- 31791
- Form type
- 8-K
- Filing date
- Apr 25, 2025
- Report date
- Apr 22, 2025
- Document
- d900630d8k.htm
- Size
- 558 KB