Envista Holdings Corp. Files 8-K on Shareholder Votes & Bylaws

TL;DR

Envista Holdings filed an 8-K detailing shareholder votes and bylaw changes. Stay tuned for updates.

AI Summary

Envista Holdings Corporation filed an 8-K on May 21, 2024, reporting on matters submitted to a vote of security holders and amendments to its articles of incorporation or bylaws. The filing also includes financial statements and exhibits. The company, formerly known as DH Dental Holding Corp., is incorporated in Delaware and has its principal executive offices in Brea, California.

Why It Matters

This filing indicates significant corporate actions, including potential changes to the company's governing documents and outcomes of shareholder decisions, which could impact the company's structure and future operations.

Risk Assessment

Risk Level: low — This is a routine corporate filing detailing procedural matters and shareholder votes, not indicating immediate financial distress or significant operational shifts.

Key Players & Entities

• Envista Holdings Corporation (company) — Registrant
• DH Dental Holding Corp. (company) — Former Company Name
• May 21, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• Brea, California (location) — Address of Principal Executive Offices

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common stock, $0.01 par value NVST New York Stock Exchange

Filing Documents

• nvst-20240521.htm (8-K) — 58KB
• certificateofamendmentofth.htm (EX-3.1) — 8KB
• nvst-20240521_g1.jpg (GRAPHIC) — 16KB
• 0001757073-24-000056.txt ( ) — 243KB
• nvst-20240521.xsd (EX-101.SCH) — 2KB
• nvst-20240521_lab.xml (EX-101.LAB) — 24KB
• nvst-20240521_pre.xml (EX-101.PRE) — 14KB
• nvst-20240521_htm.xml (XML) — 3KB

03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR On May 21, 2024, at the Annual Meeting of Stockholders, the stockholders of Envista Holdings Corporation (the "Company") approved the amendment to the Company's Second Amended and Restated Certificate of Incorporation, as amended (the "Charter Amendment"), to provide for the exculpation of certain officers of the Company against personal liability to the extent permitted by the Delaware General Corporation Law ("DGCL"), as further described in the Company's Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 8, 2024. The Charter Amendment became effective upon the Company's filing of a Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on May 21, 2024 (the "Certificate of Amendment"). The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS On May 21, 2024, the Company held its 2024 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders voted on the following proposals: Proposal 1- Election of Directors The Company's stockholders elected the persons listed below as Directors for a one-year term expiring at the Company's 2025 annual meeting of stockholders and until his or her successor is elected and qualified by the following votes: Nominee Votes For Votes Withheld Broker Non-Votes Wendy Carruthers 154,451,488 3,953,562 2,669,575 Kieran Gallahue 151,552,782 6,852,268 2,669,575 Scott Huennekens 151,818,325 6,586,725 2,669,575 Barbara Hulit 155,477,547 2,927,503 2,669,575 Vivek Jain 157,801,913 603,137 2,669,575 Daniel Raskas 91,817,347 66,587,703 2,669,575 Christine Tsingos 155,114,509 3,290,541 2,669,575 Proposal 2 - Ratification of the Appointment of Ernst & Young LLP as Independent Registered Public Accountant To ratify the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024. The proposal was approved by a vote of stockholders as follows: Votes For Votes Against Votes Abstained Broker Non-Votes 160,931,764 64,332 77,895 — Proposal 3 - Advisory Vote to Approve Executive Compensation To approve on an advisory basis the Company's named executive officer compensation. The proposal was approved by a vote of stockholders as follows: Votes For Votes Against Votes Abstained Broker Non-Votes 148,800,038 9,539,089 65,288 2,669,576 Proposal 4 - Approval of an Amendment to Our Second Amended and Restated Certificate of Incorporation to Include an Officer Exculpation Provision To approve an amendment to the Company's Second Amended and Restated Certificate of Incorporation to provide for the limitation of liability of officers of the Company as permitted pursuant to recent amendments to the

01 FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits. Exhibit No. Description 3.1 Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES 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. ENVISTA HOLDINGS CORPORATION Date: May 24, 2024 By: /s/ Mark Nance Mark Nance Senior Vice President, General Counsel and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR