8-K

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

March 15, 2021

Date of Report (Date of Earliest Event Reported)

Vontier Corporation

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction Of Incorporation)

001-39483	84-2783455
(Commission File Number)	(I.R.S. Employer Identification No.)

5438 Wade Park Boulevard, Suite 600
Raleigh, NC	27607
(Address of Principal Executive Offices)	(Zip Code)
(984) 275-6000
(Registrant's Telephone Number, Including Area Code)

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:

☐    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 Each Exchange on Which Registered
Common stock, par value $.0001 per share	VNT	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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

Effective March 15, 2021, Board of Directors (the “Board”) of Vontier Corporation (the “Company”) increased the size of the Company’s Board from six to seven members and appointed Mr. Robert L. Eatroff to the Board as a Class II director. In accordance with the Company’s Amended and Restated Certificate of Incorporation, as a Class II director, the term for Mr. Eatroff will expire on the date of the Company’s 2022 annual meeting of stockholders, or upon the director’s earlier death, resignation or removal.

As a non-employee director, Mr. Eatroff will receive the same compensation paid to other non-employee directors as disclosed in Exhibit 10.24 to the Company’s Registration Statement on Form 10, filed on September 21, 2020 (the “Form 10”), which is incorporated by reference herein. Mr. Eatroff has also entered into an indemnification agreement with the Company, the Form of which is disclosed as Exhibit 10.27 to the Form 10 and is incorporated by reference herein.

In connection with the appointment of Mr. Eatroff, the Board also determined that Mr. Eatroff is independent within the meaning of the listing standards of the New York Stock Exchange.

There is no arrangement or understanding between Mr. Eatroff and any other person pursuant to which he was selected as a director of the Company.

There are no transactions involving Mr. Eatroff that would be required to be reported under Item 404(a) of Regulation S-K.

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.

		VONTIER CORPORATION
Date:	March 15, 2021	By:	/s/ Courtney Kamlet
		Name:	Courtney Kamlet
		Title:	Vice President - Associate General Counsel and Corporate Secretary

XML

Cover	Mar. 15, 2021
Cover [Abstract]
Document Period End Date	Mar. 15, 2021
Entity Central Index Key	0001786842
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39483
Entity Tax Identification Number	84-2783455
Entity Address, Address Line One	5438 Wade Park Boulevard
Entity Address, Address Line Two	Suite 600
Entity Address, State or Province	NC
Local Phone Number	275-6000
City Area Code	984
Entity Address, City or Town	Raleigh
Entity Address, Postal Zip Code	27607
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $.0001 per share
Trading Symbol	VNT
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Registrant Name	Vontier Corporation
Document Type	8-K