Business Context and Reporting Period
This Form 8-K Current Report was filed by PerkinElmer, Inc. (now known as Revvity, Inc.) on April 26, 2011. The filing reports on corporate governance events, specifically the appointment of a new Chief Accounting Officer and the results of the annual meeting of shareholders held on the same date.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation arrangements and shareholder voting results.
Material Changes and Executive Appointments
Appointment of Chief Accounting Officer: On April 26, 2011, the Board of Directors appointed Andrew Okun as Vice President and Chief Accounting Officer, effective immediately. He succeeds Frank A. Wilson, who will remain Senior Vice President and Chief Financial Officer.
- Compensation: Mr. Okun's initial annual base salary is $250,000.
- Incentives: He is eligible for a Performance Incentive Plan with a target level of 50% of his annual salary.
- Equity Grant: He received a one-time equity grant valued at $25,000, split equally between stock options and restricted shares.
- Severance: The employment agreement includes severance provisions for termination without cause (one year of salary and bonus) and change-in-control provisions (accelerated vesting and extended option exercisability). Notably, the agreement eliminates tax gross-ups.
Updated Award Forms: The Compensation and Benefits Committee approved new form agreements for future option and restricted stock awards under the 2009 Incentive Plan. These forms align with the new executive employment agreements regarding change-in-control provisions.
Shareholder Voting Results
At the annual meeting held on April 26, 2011, shareholders voted on four proposals. All proposals were approved.
| Proposal | Result | Key Vote Counts |
|---|---|---|
| Election of 9 Directors | Approved | All nominees elected. Vote counts varied by nominee (e.g., Robert F. Friel: 86.9M For, 2.0M Against). |
| Ratification of Auditor (Deloitte & Touche LLP) | Approved | 98,262,934 For; 1,026,448 Against; 93,432 Abstain. |
| Executive Compensation (Say-on-Pay) | Approved | 70,192,043 For; 15,048,929 Against; 3,800,576 Abstain. |
| Frequency of Say-on-Pay Votes | 1 Year Selected | 58,992,071 voted for 1 year; 25,259,898 voted for 3 years; 1,052,482 voted for 2 years. |
Outlook, Risks, and Contingencies
The filing does not contain management commentary on future business outlook, specific risks, or contingencies beyond the standard terms of the executive employment agreement regarding termination and change in control.
Investor Verification Checklist
- Verify the full text of the Employment Agreement (Exhibit 10.1) for detailed severance and change-in-control terms.
- Confirm the specific number of stock options and restricted shares granted to Andrew Okun, as the exact quantities were to be determined on the grant date.
- Review the 2009 Incentive Plan to understand the mechanics of the new award forms approved for future grants.
- Note that the company name in the filing is PerkinElmer, Inc., which is the predecessor to Revvity, Inc.