As filed with the Securities and Exchange Commission on February 28, 2024
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Registration No. 333-274789 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________
VERALTO CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware | 92-1941413 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Veralto Corporation
225 Wyman St., Suite 250
Waltham, Massachusetts 02451
(Address of principal executive offices and Zip Code)
Veralto Corporation 2023 Omnibus Incentive Plan
Veralto Corporation Executive Deferred Incentive Plan
Veralto Corporation Excess Contribution Program
Veralto Corporation Deferred Compensation Plan
Veralto Corporation Retirement Savings Plan
(Full title of the plan)
James A. Tanaka
Vice President, Securities & Governance and Secretary
Veralto Corporation
225 Wyman St., Suite 250
Waltham, Massachusetts 02451
(Name and address of agent for service)
(781) 755-3655
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☐ | Accelerated filer ☐ |
Non-accelerated filer ☒ | Smaller reporting company ☐ |
| | 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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 is being filed solely to correct exhibit hyperlinks contained in the Registration Statement on Form S-8 (File No. 333-274789) filed with the Securities and Exchange Commission on September 29, 2023.
Item 8. Exhibits.
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Exhibit Number | | Description |
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| 24.1 | | Power of Attorney (included on signature page hereto) |
__________________________________
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| * | Previously filed with the Registration Statement on Form S-8 (File No. 333-274789) on September 29, 2023. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on the 28th day of February, 2024.
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| | VERALTO CORPORATION |
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| | By: | /s/ James A. Tanaka |
| | | Name: | James A. Tanaka |
| | | Title: | Vice President, Securities & Governance and Secretary |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James A. Tanaka, as his or her true and lawful attorney-in-fact and agent, with full power of substitution in any and all capacities, to sign the Registration Statement on Form S-8 of Veralto Corporation and any and all amendments thereto (including post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
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| Signatures | | Title | | Date |
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| /s/ Jennifer L. Honeycutt | | President and Chief Executive Officer; Director | | February 28, 2024 |
| Jennifer L. Honeycutt | | (Principal Executive Officer) | | |
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| /s/ Sameer Ralhan | | Senior Vice President, Chief Financial Officer | | February 28, 2024 |
| Sameer Ralhan | | (Principal Financial Officer) | | |
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| /s/ Bernard M. Skeete | | Vice President, Chief Accounting Officer | | February 28, 2024 |
| Bernard M. Skeete | | (Principal Accounting Officer) | | |
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| /s/ Linda H. Filler | | Chair; Director | | February 28, 2024 |
| Linda H. Filler | | | | |
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| /s/ Françoise Colpron | | Director | | February 28, 2024 |
| Françoise Colpron | | | | |
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| /s/ Daniel L. Comas | | Director | | February 28, 2024 |
| Daniel L. Comas | | | | |
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| /s/ Shyam P. Kambeyanda | | Director | | February 28, 2024 |
| Shyam P. Kambeyanda | | | | |
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| /s/ William H. King | | Director | | February 28, 2024 |
| William H. King | | | | |
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| /s/ Walter G. Lohr, Jr. | | Director | | February 28, 2024 |
| Walter G. Lohr, Jr. | | | | |
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| /s/ Heath A. Mitts | | Director | | February 28, 2024 |
| Heath A. Mitts | | | | |
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| /s/ John T. Schwieters | | Director | | February 28, 2024 |
| John T. Schwieters | | | | |
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| /s/ Cindy L. Wallis-Lage | | Director | | February 28, 2024 |
| Cindy L. Wallis-Lage | | | | |
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| /s/ Thomas L. Williams | | Director | | February 28, 2024 |
| Thomas L. Williams | | | | |
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