March 13, 2024
Dear Shareholder:
We cordially invite you to attend the 2024 annual meeting of shareholders of Revvity, Inc. to be held on Tuesday, April 23, 2024, at 8:00 a.m. Please note that in an effort to provide our shareholders with enhanced accessibility to the meeting, we will be conducting the 2024 annual meeting of shareholders on a virtual basis only.
The attached notice of annual meeting and proxy statement contains information about matters to be considered at the annual meeting. As described in those materials, you are entitled to participate in the annual meeting via live webcast at www.virtualshareholdermeeting.com/RVTY2024 if you were a shareholder as of the close of business on February 26, 2024, the record date for the annual meeting, or hold a legal proxy for the meeting provided by your broker, bank or nominee. To vote electronically and submit questions during the virtual annual meeting, you must enter the control number included on your proxy card, voting instruction form or notice. On or about March 13th, we mailed to our shareholders of record, other than those who previously requested email or paper delivery of proxy materials, a notice of Internet availability containing their control number, instructions on how to access our 2024 proxy statement and 2023 annual report to shareholders through the Internet, and how to vote through the Internet. Beneficial owners received a similar notice from their broker, bank or other nominee.
Your vote is important regardless of the number of shares you own. Whether or not you plan to attend the virtual meeting I hope you will review carefully the attached proxy materials and vote as soon as possible. We urge you to complete, sign and return the enclosed proxy card, or to vote over the Internet or by telephone, so that your shares will be represented and voted at the annual meeting.
Thank you for your continued support of Revvity.
Sincerely,
PRAHLAD R. SINGH, PhD
President and Chief Executive Officer
Notice of Annual Meeting
and
Proxy Statement 2024
Revvity, Inc.
940 Winter Street
Waltham, Massachusetts 02451
TABLE OF CONTENTS | |
Page | |
NOTICE OF ANNUAL MEETING | |
OVERVIEW | i |
PROXY STATEMENT | 1 |
General Information | 1 |
PROPOSAL NO. 1 ELECTION OF DIRECTORS | 5 |
INFORMATION RELATING TO OUR BOARD OF DIRECTORS AND ITS COMMITTEES | 13 |
Determination of Independence | 13 |
Director Candidates | 13 |
Criteria and Diversity | 14 |
Leadership Structure | 14 |
Communications from Shareholders and Other Interested Parties | 15 |
Board of Directors' Role in Risk Oversight | 15 |
Board of Directors Meetings and Committees | 16 |
Compensation Committee Interlocks and Insider Participation | 18 |
Report of the Audit Committee | 18 |
Independent Registered Public Accounting Firm Fees and Other Matters | 19 |
Certain Relationships and Policies on Related Party Transactions | 20 |
Anti-Hedging Policy | 21 |
DIRECTOR COMPENSATION | 22 |
BENEFICIAL OWNERSHIP OF COMMON STOCK | 25 |
EXECUTIVE COMPENSATION | 27 |
Compensation Discussion and Analysis | 27 |
Compensation Committee Report | 47 |
Summary Compensation Table | 48 |
2023 Grants of Plan-Based Awards | 50 |
Outstanding Equity Awards at 2023 Fiscal Year-End | 52 |
Option Exercises and Stock Vested in Fiscal Year 2023 | 54 |
2023 Non-Qualified Deferred Compensation | 55 |
Potential Payments upon Termination or Change in Control | 56 |
Equity Compensation Plan Information | 68 |
CEO Pay Ratio | 69 |
PAY VERSUS PERFORMANCE | 70 |
PROPOSAL NO. 2 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC | |
ACCOUNTING FIRM | 74 |
PROPOSAL NO. 3 NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION | 75 |
PROPOSAL NO. 4 SHAREHOLDER PROPOSAL REGARDING SIMPLE MAJORITY VOTE | 76 |
OTHER MATTERS | 79 |
DELINQUENT SECTION 16(a) REPORTS | 79 |
SHAREHOLDER PROPOSALS FOR 2025 ANNUAL MEETING OF SHAREHOLDERS | 79 |
APPENDIX A RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES | A-1 |
NOTICE OF ANNUAL MEETING
To the Shareholders of Revvity, Inc.:
The annual meeting of the shareholders of Revvity, Inc. will be held via a live webcast on Tuesday, April 23, 2024, at 8:00 a.m., to consider and act upon the following:
- A proposal to elect ten nominees for director for terms of one year each;
- A proposal to ratify the selection of Deloitte & Touche LLP as Revvity's independent registered public accounting firm for the current fiscal year;
- A proposal to approve, by non-binding advisory vote, our executive compensation;
- A shareholder proposal to adopt a majority voting standard, if properly presented at the annual meeting; and
- Such other matters as may properly come before the meeting or any adjournment or postponement thereof.
Our board of directors has no knowledge of any other business to be transacted at the meeting.
Our board of directors has fixed the close of business on February 26, 2024 as the record date for the determination of shareholders entitled to receive this notice and to vote at the meeting.
All shareholders are cordially invited to attend the annual meeting via live webcast.
By Order of the Board of Directors,
PRAHLAD R. SINGH, PhD
President and Chief Executive Officer
March 13, 2024
RETURN ENCLOSED PROXY CARD OR VOTE BY INTERNET OR TELEPHONE
Whether or not you expect to attend the virtual meeting, please complete, date, and sign the enclosed proxy card and mail it promptly in the enclosed envelope. No postage is required if mailed in the United States. Prompt response is important, and your cooperation will be appreciated. If the envelope is lost, please return the card to: Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717. Alternatively, you may submit your vote via the Internet or telephone by following the instructions set forth on the enclosed proxy card.
OVERVIEW
To assist you in reviewing the proxy statement for the Revvity, Inc. 2024 annual meeting of shareholders, we call your attention to the following information about the annual meeting, our corporate governance framework and key facts regarding our executive compensation structure and practices. For more complete information, please review the Revvity, Inc. proxy statement in its entirety, as well as our annual report to shareholders for the fiscal year ended December 31, 2023.
Annual Meeting of Shareholders via Live Webcast
• Date and Time: | April 23, 2024 at 8:00 a.m. (Eastern Time) |
• Webcast of | Via live webcast at www.virtualshareholdermeeting.com/RVTY2024 |
Meeting: | |
• Record Date: | February 26, 2024 |
• Voting: | If you are a "record holder" of shares as of the record date, you may vote your |
shares. You may either vote on a virtual basis during the annual meeting as | |
further described below or by the Internet, telephone or mail. If you are the | |
beneficial owner of shares held in "street name" as of the record date, you | |
will need to instruct the record holder of your shares how you would like your | |
shares to be voted. See the section of the proxy statement titled "General | |
Information" for more detail regarding how you may vote your shares. | |
Whether or not you plan to attend the meeting on a virtual basis, we urge you | |
to vote and submit your proxy in advance of the meeting. |
- Voting at the Meeting on a Virtual Basis:
If you were a shareholder as of the close of business on the record date, or hold a legal proxy for the meeting provided by your bank, broker or nominee, you may attend the meeting virtually, vote your shares electronically, submit questions during the meeting, and access the list of shareholders entitled to vote at the meeting. To do so, you must enter the control number found on your proxy card, voting instruction form or notice you previously received, and follow the instructions available on the meeting website during the meeting. Technical assistance will be provided during the meeting.
- Admission to the Meeting on a Virtual Basis:
While the virtual meeting is open to shareholders and their guests, shareholders must attend the meeting as a verified shareholder (i.e., not as a guest) to be able to vote and ask questions during the meeting.
Meeting Agenda and Voting Recommendations
Board | |||
Agenda Items | Recommendation | Page | |
(1) | Election of ten directors for terms of one year each. | FOR EACH | 5 |
DIRECTOR | |||
NOMINEE | |||
(2) | Ratification of selection of Deloitte & Touche LLP as our independent | FOR | 74 |
registered public accounting firm for fiscal 2024. | |||
(3) | To approve, by non-binding advisory vote, our executive compensation. | FOR | 75 |
(4) | Shareholder proposal to adopt a majority voting standard, if properly | AGAINST | 76 |
presented at the annual meeting. | |||
Revvity • 2024 Proxy Statement i
Director Nominees
The following table provides summary information about the ten directors nominated for election as directors for terms of one year each:
Director | Current Committee | ||||
Name | Age | Since | Principal Occupation | Memberships | Independent? |
Peter Barrett, PhD | 71 | 2012 | Partner, Atlas Venture | Compensation & | Yes |
Benefits (Chair); | |||||
Nominating & | |||||
Corporate Governance | |||||
Samuel R. Chapin | 66 | 2016 | Retired Executive Vice | Audit (Chair) | Yes |
Chairman, Bank of | |||||
America Merrill Lynch | |||||
Michael A. Klobuchar | 48 | 2024 | Executive Vice | - | Yes |
President and Chief | |||||
Strategy Officer, | |||||
Merck & Co., Inc. | |||||
Michelle McMurry-Heath, | 54 | 2022 | Consultant to | Audit | Yes |
MD, PhD | Biotechnology Industry | ||||
Alexis P. Michas | 66 | 2001 | Managing Partner, | Non-Executive | Yes |
Juniper Investment | Chairman | ||||
Company, LLC | |||||
Prahlad R. Singh, PhD | 59 | 2019 | President and CEO of | - | No |
Revvity | |||||
Sophie V. Vandebroek, | 62 | 2024 | Former Vice President, | - | Yes |
PhD | Emerging Technology | ||||
Partnerships, IBM | |||||
Corporation | |||||
Michel Vounatsos | 62 | 2020 | Former Chief Executive | Audit; Nominating & | Yes |
Officer, Biogen Inc. | Corporate Governance | ||||
(Chair) | |||||
Frank Witney, PhD | 70 | 2016 | Former Chief Executive | Compensation & | Yes |
Officer, Affymetrix, Inc. Benefits; Nominating & | |||||
Corporate Governance | |||||
Pascale Witz | 57 | 2017 | Founder and President | Audit; Compensation & | Yes |
of PWH Advisors | Benefits | ||||
- Revvity • 2024 Proxy Statement
Corporate Governance Highlights
The following table summarizes our board structure and key elements of our corporate governance framework:
Size of Board | Eleven* | |
Number of Independent Directors | Ten | |
Independent Chairman | Yes | |
Board Self-Evaluation | Annual | |
Review of Independence of Board | Annual | |
Independent Directors Meet Without Management Present | Yes | |
Structure of Board | Non-Classified | |
Voting Standard for Election of Directors in Uncontested Elections | Majority of Shares Cast | |
Diversity (as to background, experience and skills) | Yes | |
Corporate Governance Guidelines | Yes | |
- Dr. Grégoire has informed the Company that she is not standing for re-election at the 2024 annual shareholders meeting.
Fiscal 2023 Business Highlights
We overcame industrywide headwinds throughout 2023, leading to top quartile and differentiated financial results for the year. Our performance in the face of an evolving macro environment is both a testament to the hard work of our incredible team and the result of the transformation that has taken place at our Company in recent years, not only from a portfolio composition standpoint, but also from an operational agility and collaboration perspective. Highlights of our fiscal year 2023 performance include:
- GAAP earnings per share from continuing operations of $1.44 for fiscal year 2023, as compared to GAAP earnings per share from continuing operations of $4.06 for fiscal year 2022. Adjusted earnings per share from continuing operations for fiscal year 2023 was $4.65, as compared to $6.92 in fiscal year 2022.
- GAAP revenue for fiscal year 2023 of $2,751 million, as compared to $3,312 million in fiscal year 2022.
- GAAP operating income from continuing operations for fiscal year 2023 of $301 million, as compared to $743 million in fiscal year 2022.
- GAAP operating profit margin from continuing operations was 10.9% as a percentage of revenue for fiscal year 2023, as compared to 22.4% for fiscal year 2022.
A reconciliation of our GAAP results to the non-GAAP financial measure set forth above, adjusted earnings per share from continuing operations, can be found in Appendix A to this proxy statement.
Talent and Culture
At Revvity, we are united in investing in our people. Our goal is to ensure that every employee feels engaged and supported and that they fully experience our culture and values. We aim to create an experience that is consistent, collaborative and inclusive for all of our more than 11,000 colleagues around the world. Our people are our superpower and empowering our employees inspires them to deliver their best work and show up as their best selves. For us, investing in our people reflects our commitment to building an environment where everyone can thrive, contribute and find fulfillment in their professional journeys.
Revvity • 2024 Proxy Statement iii
Our areas of focus include:
- developing our employees' talents through multiple corporate and personalized AI-powered programs promoting learning, career growth and recognition structure for all employees within the Company;
- supporting the well-being of our employees;
- offering a diverse and inclusive culture aligned with our values; and
- engaging our employees to achieve our shared vision of an innovative and inclusive future.
Environmental, Social and Governance Principles
In 2023, we increased our environmental, social, and governance (ESG) commitments to align with the makeup of our new company, its values, and the evolving expectations of our stakeholders. As Revvity, it is important that we reset our baselines and goals accordingly to ensure completeness, continued accuracy and transparency. As such, we have shifted to a more comprehensive approach in the way we obtain and analyze all quantitative data relevant to our ESG targets. We utilize our new baseline information to establish ambitious yet realistic ESG goals that will guide our progress and ensure accountability. Through monitoring and transparent reporting, we will continue to drive meaningful change within our operations and for all of our stakeholders.
Over the last year, we have grown our ESG program through several focused actions and activities that we believe will have a profound impact as we continue our sustainability journey as Revvity, including:
Environmental
- Collecting more complete and transparent baseline sustainability metrics. Revvity has committed to submit emission reduction targets for Science Based Targets initiative (SBTi) approval in the next 18 months;
- Creating sustainability committees and identifying champions, specifically within logistics, packaging, R&D, operations and the commercial organization, who can help achieve Revvity's ESG goals;
- Driving key sustainability site projects, such as installing LED lights and solar panels at our sites; and
- Adding more internal resources to further enhance ESG data collection and analysis efforts and help implement next actions across the Company.
Social
- Growing a culture of sustainability through educating and empowering our employees;
- Expanding our equity and inclusion communities on a global, regional and local level;
- Investing in programs and tools that advance the talent management and professional development opportunities for our people; and
- Committing to promoting pay equity within our organization through conducting pay audits and benchmarking.
Governance
- Increasing our external disclosures, including our data, policies, and goals;
- Investing in the latest ESG tools to improve data accuracy, analysis, and transparency; and
- Revvity • 2024 Proxy Statement
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Disclaimer
Revvity Inc. published this content on 11 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 March 2024 13:51:08 UTC.