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    SEC Form 8-K filed by Revvity Inc.

    5/1/26 4:05:18 PM ET
    $RVTY
    Biotechnology: Laboratory Analytical Instruments
    Industrials
    Get the next $RVTY alert in real time by email
    8-K
    false 0000031791 --12-29 0000031791 2026-04-28 2026-04-28 0000031791 us-gaap:CommonStockMember 2026-04-28 2026-04-28 0000031791 us-gaap:DeferrableNotesMember 2026-04-28 2026-04-28
     
     

    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 28, 2026

     

     

    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 4th 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 28, 2026, the shareholders voted on and approved a proposal to amend the Company’s Amended and Restated By-laws (prior to such amendment and restatement, the “Prior By-laws”) to allow shareholders owning 25% of the Company’s stock to call a special meeting of shareholders (as amended and restated, the “Amended and Restated By-laws”) effective as of April 28, 2026. 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 3.1 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 28, 2026, 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 Amended and Restated By-laws to allow shareholders owning 25% of the Company’s common stock to call a special meeting of shareholders; and

     

      •  

    a shareholder proposal regarding executive stock ownership.

     


    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 Amended and Restated By-laws to allow shareholders owning 25% of the Company’s common stock to call a special meeting of shareholders, which required that a majority of the shares of the Company’s common stock outstanding on the record date and entitled to vote be voted in favor of the proposal, 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 special shareholder meeting proposal are listed below. The shareholder proposal regarding executive stock ownership was not 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

         93,823,710        5,674,907        102,944        4,512,033  

    Samuel R. Chapin

         98,274,034        1,217,291        110,236        4,512,033  

    Michael A. Klobuchar

         95,054,936        4,512,726        33,899        4,512,033  

    Michelle McMurray-Heath, MD, PhD

         99,095,486        474,287        31,788        4,512,033  

    Alexis P. Michas

         95,577,856        3,985,098        38,607        4,512,033  

    Prahlad R. Singh, PhD

         96,063,825        3,501,311        36,425        4,512,033  

    Sophie V. Vandebroek, PhD

         95,054,306        4,517,332        29,923        4,512,033  

    Michael Vounatsos

         97,942,266        1,628,346        30,949        4,512,033  

    Frank Witney, PhD

         90,741,896        8,834,876        24,789        4,512,033  

    Pascale Witz

         92,501,938        7,058,082        41,541        4,512,033  

    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
    102,992,151   1,036,994   84,449   0

    Proposal #3 – To approve, by non-binding advisory vote, the Company’s executive compensation.

     

    For   Against   Abstain   Broker Non-Votes
    94,377,138   3,770,364   1,454,059   4,512,033

     


    Proposal #4 – To amend the Company’s Amended and Restated By-laws to allow shareholders owning 25% of the Company’s common stock to call a special meeting of shareholders.

     

    For   Against   Abstain   Broker Non-Votes
    99,086,661   440,300   74,600   4,512,033

    Proposal #5- Shareholder proposal regarding executive stock ownership.

     

    For   Against   Abstain   Broker Non-Votes
    22,974,850   76,502,157   124,554   4,512,033

     


    Item 9.01.

    Financial Statements and Exhibits.

    (d) Exhibits

     

    Exhibit No.

      

    Description

    3.1    Amended and Restated By-laws, redlined for amendments effective as of April 28, 2026
    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: May 1, 2026     By:   /s/ John L. Healy
        John L. Healy
        Vice President and Assistant Secretary
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