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8-KThe WireRoutine

Bylaw Amendment · Shareholder Vote

Filed Apr 25, 2025 · 1y ago · Accession 0001193125-25-096747

Plain English

Material event — a significant development the company must disclose promptly.

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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
Ticker
RVTY
CIK
31791
Form type
8-K
Filing date
Apr 25, 2025
Report date
Apr 22, 2025
Document
d900630d8k.htm
Size
558 KB