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Form 8-K NOVANTA INC For: May 28

May 29, 2026 4:45 PM
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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 28, 2026

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

6.50% Tangible Equity Units

 

NOVTU

 

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 28, 2026, Novanta Inc. (the “Company”) held its annual general meeting of shareholders (“Annual Meeting of Shareholders”). A total of 33,371,777 common shares were present or represented by proxy at the meeting, representing approximately 93.71 percent of the Company’s outstanding common shares as of April 14, 2026, 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 24, 2026.

Item 1 — Election of directors for a term of office expiring on the date of the Company's next Annual Meeting of Shareholders in 2027, 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

 

31,049,533

 

725,191

 

1,597,053

Matthew T. Farrell

 

31,739,890

 

34,834

 

1,597,053

Matthijs Glastra

 

30,975,206

 

799,518

 

1,597,053

R. Matthew Johnson

 

31,237,177

 

537,547

 

1,597,053

Mary Katherine Ladone

 

31,064,627

 

710,097

 

1,597,053

Maxine L. Mauricio

 

31,079,323

 

695,401

 

1,597,053

Thomas N. Secor

 

31,321,519

 

453,205

 

1,597,053

Darlene J. S. Solomon, Ph.D.

 

31,199,580

 

575,144

 

1,597,053

Frank A. Wilson

 

31,721,169

 

53,555

 

1,597,053

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

Votes FOR

 

Votes AGAINST

 

Votes ABSTAINED

 

Broker Non-Votes

31,065,978

 

695,736

 

13,010

 

1,597,053

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 2027.

Votes FOR

 

Votes AGAINST

 

Votes ABSTAINED

33,352,532

 

5,006

 

14,239

Based on the foregoing votes, each of the nine nominees for director was elected; Item 2 was approved; and Item 3 was 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 29, 2026

By:

/s/ Alexander Manganiello

Alexander Manganiello

General Counsel and Corporate Secretary

 

 

 

 


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