8-K

REVVITY, INC.

Date: April 25, 2025

/s/ John L. Healy

John L. Healy

Vice President and Assistant Secretary

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.

SEC Form 8-K filed by Revvity Inc.