Bylaw Amendment · Shareholder Vote

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 25, 2023     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.)   940 Winter Street , Waltham , Massachusetts   02451 (Address of Principal Executive Offices)   (Zip Code) Registrant’s telephone number, including area code: (781) 663-6900 PerkinElmer, Inc. (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   PKI   The New York Stock Exchange 1.875% Notes due 2026   PKI 21A   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 Incorporation or Bylaws; Change in Fiscal Year. As described below, at the annual meeting of shareholders of PerkinElmer, Inc. (the “Company”) held on April 25, 2023, the shareholders voted on and approved a proposal to amend the Company’s restated articles of organization, as amended, to change the Company’s name to “Revvity, Inc.” Following the approval of the Company’s shareholders and effective as of April 26, 2023, the Company amended its restated articles of organization, as amended, to effect a change of the Company’s name from “PerkinElmer, Inc.” to “Revvity, Inc.” (the “Name Change”). A copy of the articles of amendment to the restated articles of organization, as amended, is attached hereto as Exhibit 3.1 and incorporated herein by reference. In connection with the Name Change, 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, reflect the Name Change (as amended and restated, the “Amended and Restated By-laws”) effective as of April 26, 2023. 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 3.2 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 25, 2023, the shareholders voted on the following proposals:     •   a proposal to elect the nine 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 recommend, by non-binding advisory vote, the frequency of future executive compensation advisory votes; and     •   a proposal to amend the Company’s restated articles of organization, as amended, to change the Company’s name to “Revvity, Inc.” 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, and the proposal to approve, by non-binding advisory vote, the Company’s executive compensation, were each also approved. The final number of votes cast for or against or abstaining from voting on those two proposals and the number of broker non-votes on the executive compensation proposal are listed below. The frequency option to hold an advisory vote on executive compensation on an annual basis received the most shareholder votes. The final number of votes cast for one, two or three year frequency votes or abstaining from voting and the number of broker non-votes on that proposal are listed below. The proposal to approve the amendment of the Company’s restated articles of organization, as amended, to change the name of the Company from PerkinElmer, Inc. to “Revvity, Inc.” 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. In light of the result of the non-binding advisory vote of our shareholders at the annual meeting of shareholders, the Company intends to continue to seek annual non-binding advisory votes on the Company’s executive compensation. 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   102,367,661   3,562,139   83,818   6,509,459 Samuel R. Chapin   104,838,554   1,090,624   84,440   6,509,459 Sylvie Grégoire, PharmD   104,244,930   1,632,293   136,395   6,509,459 Michelle McMurray-Heath, MD, PhD   105,569,324   370,740   73,554   6,509,459 Alexis P. Michas   103,442,991   2,413,538   58,514   6,509,459 Prahlad R. Singh, PhD   105,480,309   450,491   82,818   6,509,459 Michael Vounatsos   104,142,844   1,718,229   152,545   6,509,459 Frank Witney, PhD   102,323,514   3,590,126   99,978   6,509,459 Pascale Witz   104,714,460   1,210,436   88,722   6,509,459 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 107,124,256   5,254,729   144,092   0 Proposal #3 – To approve, by non-binding advisory vote, the Company’s executive compensation.   For   Against   Abstain   Broker Non-Votes 100,542,538   5,082,669   388,411   6,509,459 Proposal #4 – To recommend, by non-binding advisory vote, the frequency of future executive compensation advisory votes.   1 Year   2 Years   3 Years   Abstain   Broker Non-Votes 99,492,023   41,009   6,101,017   379,569   6,509,459 Proposal #5 - To approve the amendment of the Company’s restated articles of organization, as amended, to change the name of the Company from “PerkinElmer, Inc.” to “Revvity, Inc.”   For   Against   Abstain   Broker Non-Votes 111,054,945   801,605   666,527   0 Item 9.01. Financial Statements and Exhibits. (d) Exhibits   Exhibit No.    Description 3.1    Articles of Amendment to Amended and Restated Articles of Organization, as amended. 3.2    Amended and Restated By-laws, redlined for amendments effective April 26, 2023. 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.       PERKINELMER, INC. Date: April 28, 2023     By:   /s/ John L. Healy       John L. Healy       Vice President and Assistant Secretary