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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): May 8, 2024

NOVANTA INC.

(Exact name of registrant as specified in is charter)

New Brunswick, Canada

001-35083

98-0110412

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

125 Middlesex Turnpike

Bedford, Massachusetts

01730

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (781) 266-5700

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(s)

 

Name of each exchange on which registered

Common shares, no par value

 

NOVT

 

Nasdaq Global Select Market

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 5.07. Submission of Matters to Vote of Security Holders

On May 8, 2024, Novanta Inc. (the “Company”) held its annual general meeting of shareholders (“Annual Meeting of Shareholders”). A total of 33,856,181 common shares were present or represented by proxy at the meeting, representing approximately 94.33 percent of the Company’s outstanding common shares as of March 25, 2024, the record date for the meeting. The following are the voting results on the proposals considered and voted upon at the meeting, all of which were described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 3, 2024.

Item 1 — Election of directors for a term of office expiring on the date of the Company's next Annual Meeting of Shareholders in 2025, until their successor is elected or appointed, or until their earlier death, resignation, or removal.

NOMINEE

 

Votes FOR

 

Votes WITHHELD

 

Broker Non-Votes

Lonny J. Carpenter

 

32,597,629

 

429,262

 

829,290

Matthijs Glastra

 

32,195,418

 

831,473

 

829,290

Barbara B. Hulit

 

32,776,706

 

250,185

 

829,290

R. Matthew Johnson

 

32,993,659

 

33,232

 

829,290

Maxine L. Mauricio

 

32,500,223

 

526,668

 

829,290

Katherine A. Owen

 

32,970,015

 

56,876

 

829,290

Thomas N. Secor

 

32,482,347

 

544,544

 

829,290

Darlene J. S. Solomon, Ph.D.

 

32,965,634

 

61,257

 

829,290

Frank A. Wilson

 

32,899,773

 

127,118

 

829,290

Item 2 — Approval, on an advisory basis, of the Company’s executive compensation.

Votes FOR

 

Votes AGAINST

 

Votes ABSTAINED

 

Broker Non-Votes

32,388,395

 

625,061

 

13,435

 

829,290

Item 3 — Appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm to serve until the Company's next Annual Meeting of Shareholders in 2025.

Votes FOR

 

Votes WITHHELD

33,816,295

 

39,886

Based on the foregoing votes, each of the nine nominees for director was elected and Items 2 and 3 were approved.

 

 

 

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 thereunto duly authorized.

 

Novanta Inc.

Date: May 9, 2024

By:

/s/ Michele D. Welsh

Michele D. Welsh

General Counsel and Corporate Secretary

 

 

 

 

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Document and Entity Information
May 08, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date May 08, 2024
Entity Registrant Name NOVANTA INC.
Entity Central Index Key 0001076930
Entity Emerging Growth Company false
Entity File Number 001-35083
Entity Incorporation, State or Country Code A3
Entity Tax Identification Number 98-0110412
Entity Address, Address Line One 125 Middlesex Turnpike
Entity Address, City or Town Bedford
Entity Address, State or Province MA
Entity Address, Postal Zip Code 01730
City Area Code 781
Local Phone Number 266-5700
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Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common shares, no par value
Trading Symbol NOVT
Security Exchange Name NASDAQ
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