S-8

As filed with the Securities and Exchange Commission on September 29, 2023

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

_________________________

VERALTO CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	92-1941413
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Veralto Corporation

225 Wyman St., Suite 250

Waltham, Massachusetts

(Address of principal executive offices)

02451

(Zip Code)

Veralto Corporation 2023 Omnibus Incentive Plan

Veralto Corporation Executive Deferred Incentive Plan

Veralto Corporation Excess Contribution Program

Veralto Corporation Deferred Compensation Plan

Veralto Corporation Retirement Savings Plan

(Full title of the plan)

James Tanaka

Vice President, Securities & Governance and Secretary

Veralto Corporation

225 Wyman St., Suite 250

Waltham, Massachusetts 02451

(Name and address of agent for service)

(630) 860-7300

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☐
	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 7(a)(2)(B) of the Securities Act. ☐

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement in accordance with the provisions of Rule 428 under the Securities Act, and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I of Form S-8 will be delivered to participants in the equity benefit plans covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

Veralto Corporation (the "Registrant") hereby incorporates by reference into this Registration Statement the following documents previously filed with the:

(1) Registrant’s Registration Statement on Form 10 filed with the Commission on August 31, 2023, as amended (File No. 001-41770), under the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

(2) Registrant’s Current Reports on Form 8-K filed on September 12, 2023 and September 19, 2023; and

(3) description of the Registrant’s Common Stock contained in the Information Statement filed as Exhibit 99.1 to the Registrant’s Registration Statement on Form 10 dated August 31, 2023, including any amendment or report filed for the purpose of updating such description.

In addition, all documents filed by the Registrant with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

Not applicable.

Item 5.  Interests of Named Experts and Counsel.

 Not applicable.

Item 6.  Indemnification of Directors and Officers.

Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director or officer of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, except for liability for (i) any breach of the director’s or officer's duty of loyalty to the corporation or its stockholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) unlawful payment of dividends or unlawful stock purchases or redemptions (iv) any transaction from which the director or

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officer derived an improper personal benefit or (v) any officer in any action by or in the right of the corporation. Our amended and restated certificate of incorporation will contain such a provision.

Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement in connection with specified actions, suits or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation—a “derivative action”), if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorneys’ fees) incurred in connection with defense or settlement of such action, and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. Our amended and restated certificate of incorporation will contain such a provision.

We have in effect a directors and officers liability insurance policy indemnifying our directors and officers for certain liabilities incurred by them, including liabilities under the Securities Act, and the Exchange Act. We pay the entire premium of this policy.

We intend to enter into indemnification agreements with each of our directors and officers that provide the maximum indemnity allowed to directors and officers by Section 145 of the Delaware General Corporation Law and which allow for certain additional procedural protections.

These indemnification provisions and the indemnification agreements may be sufficiently broad to permit indemnification of our officers and directors for liabilities (including reimbursement of expenses incurred) arising under the Securities Act.

Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits.

See the Exhibit Index immediately preceding the signature pages hereto, which is incorporated by reference as if fully set forth herein.

Item 9.  Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

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(iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement;

(2) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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EXHIBIT INDEX

Exhibit Number	Description
4.1	Form of Amended and Restated Certificate of Incorporation of Veralto Corporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form 10 (File No. 001-41770), filed with the Commission on August 3, 2023).
4.2	Form of Amended and Restated By-Laws of Veralto Corporation (incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form 10 (File No. 001-41770), filed with the Commission on August 3, 2023).
5.1*	Opinion of Skadden, Arps, Slate, Meagher, & Flom LLP
10.1	Form of Veralto Corporation 2023 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.13 to the Registrant’s Registration Statement on Form 10 (File No. 001-41770), filed with the Commission on August 3, 2023).
10.2	Form of Veralto Corporation Executive Deferred Incentive Plan, a sub-plan under the 2023 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.14 to the Registrant’s Registration Statement on Form 10 (File No. 001-41770), filed with the Commission on August 3, 2023).
10.3	Form of Veralto Corporation Excess Contribution Program, a sub-plan under the 2023 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.21 to the Registrant’s Registration Statement on form 10 (File No. 001-41770) filed with the Commission on August 3, 2023).
10.4	Form of Veralto Corporation Deferred Compensation Plan (incorporated by reference to Exhibit 10.22 to the Registrant’s Registration Statement on form 10 (File No. 001-41770) filed with the Commission on August 3, 2023).
10.5	Form of Veralto Retirement Savings Plan (incorporated by reference to Exhibit 10.23 to the Registrant’s Registration Statement on Form 10 (File No. 001-41770), filed with the Commission on August 3, 2023).
23.1*	Consent of Ernst & Young LLP (Environmental & Applied Solutions Segment)
23.2*	Consent of Ernst & Young LLP (Veralto Corporation)
23.3*	Consent of Skadden, Arps, Slate, Meagher, & Flom LLP (included as exhibit 5.1 hereto)
24.1*	Power of Attorney (included on signature page hereto)
107*	Filing Fee Table

__________________________________

* Filed herewith

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on the 29th day of September, 2023.

VERALTO CORPORATION
By:	/s/ Jennifer L. Honeycutt
	Name:	Jennifer L. Honeycutt
	Title:	President and Chief Executive Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jennifer L. Honeycutt, as his or her true and lawful attorney-in-fact and agent, with full power of substitution in any and all capacities, to sign the Registration Statement on Form S-8 of Veralto Corporation and any and all amendments thereto (including post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
/s/ Jennifer L. Honeycutt	President and Chief Executive Officer (Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer); Director	September 29, 2023
Jennifer L. Honeycutt
/s/ John T. Schwieters	Director	September 29, 2023
John T. Schwieters

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EX-5.1

Exhibit 5.1

Skadden, Arps, Slate, Meagher & Flom llp
	ONE MANHATTAN WEST NEW YORK 10001 ________ TEL: (212) 735-3000 FAX: (212) 735-2000 www.skadden.com September 29, 2023	FIRM/AFFILIATE OFFICES ----------- BOSTON CHICAGO HOUSTON LOS ANGELES PALO ALTO WASHINGTON, D.C. WILMINGTON ----------- BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MUNICH PARIS SÃO PAULO SEOUL SHANGHAI SINGAPORE TOKYO TORONTO

Veralto Corporation

225 Wyman St., Suite 250

Waltham, Massachusetts 02451

Re:    
Veralto Corporation Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as special United States counsel to Veralto Corporation, a Delaware corporation (the “Company”), in connection with the Company’s registration statement on Form S-8 (together with the exhibits thereto, the “Registration Statement”) to be filed on the date hereof with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (the “Securities Act”). The Registration Statement relates to the registration of 23,500,000 shares (the “Shares”) of common stock, par value $0.01 per share, of the Company available for future issuance under the Veralto Corporation 2023 Omnibus Incentive Plan, the Veralto Corporation Executive Deferred Incentive Plan, the Veralto Corporation Excess Contribution Program, the Veralto Corporation Deferred Compensation Plan and the Veralto Corporation Retirement Savings Plan (collectively, the “Plans”).

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K of the General Rules and Regulations of the Commission promulgated under the Securities Act (the “Rules and Regulations”).

In rendering the opinion stated herein, we have examined and relied upon the following:

(a)          the Registration Statement in the form to be filed with the Commission on the date hereof;

Veralto Corporation

September 29, 2023

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(b)          the Plans;

(c)          an executed copy of a certificate of James Tanaka, Vice President, Securities & Governance and Secretary of the Company, dated the date hereof (the “Secretary’s Certificate”);

(d)          a copy of the Company’s Amended and Restated Certificate of Incorporation, as amended and in effect as of the date hereof (the “Certificate of Incorporation”), certified by the Secretary of State of the State of Delaware as of September 29, 2023, and certified pursuant to the Secretary’s Certificate;

(e)          a copy of the Company’s Amended and Restated Bylaws, as amended and in effect as of the date hereof (the “Bylaws”), and certified pursuant to the Secretary’s Certificate; and

(f)          a copy of certain resolutions of the Board of Directors of the Company relating to the approval of the Plans, the filing of the Registration Statement and certain related matters, and certified pursuant to the Secretary’s Certificate.

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinion stated below, including the facts and conclusions set forth in the Secretary’s Certificate.

In our examination, we have assumed the genuineness of all signatures, including electronic signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photocopied copies, and the authenticity of the originals of such copies. In making our examination of executed documents, we have assumed that the parties thereto, other than the Company, had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties. As to any facts relevant to the opinion stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others and

Veralto Corporation

September 29, 2023

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of public officials, including the facts and conclusions set forth in the Secretary’s Certificate.

In rendering the opinion set forth below, we have also assumed that (i) the Shares will be issued in book-entry form and an appropriate account statement evidencing the Shares credited to a recipient’s account maintained with the Company’s transfer agent and registrar will be issued by the Company’s transfer agent and registrar, (ii) each award agreement under which stock options, stock appreciation rights, restricted stock, restricted stock units, performance stock units and other stock-based awards are granted pursuant to the Plans will be consistent with the Plans and will be duly authorized, executed and delivered by the parties thereto, and (iii) the issuance of the Shares does not violate or conflict with any agreement or instrument binding on the Company (except that we do not make this assumption with respect to the Certificate of Incorporation and the Bylaws).

We do not express any opinion with respect to the laws of any jurisdiction other than the General Corporation Law of the State of Delaware (the “DGCL”).

Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that the Shares have been duly authorized by all requisite corporate action on the part of the Company under the DGCL and, when the Shares are issued to the Plan participants in accordance with the terms and conditions of the applicable Plan and award agreement for consideration in an amount at least equal to the par value of such Shares, the Shares will be validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.

Very truly yours,

/s/  Skadden, Arps, Slate, Meagher & Flom LLP

TG

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-          ) pertaining to the Veralto Corporation 2023 Omnibus Incentive Plan, the Veralto Corporation Executive Deferred Incentive Plan, the Veralto Corporation Excess Contribution Program, the Veralto Corporation Deferred Compensation Plan, and the Veralto Corporation Retirement Savings Plan of our report dated March 31, 2023, with respect to the combined financial statements of the Environmental & Applied Solutions segment of Danaher Corporation included in its Registration Statement (Form 10), filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Tysons, Virginia

September 29, 2023

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-          ) pertaining to the Veralto Corporation 2023 Omnibus Incentive Plan, the Veralto Corporation Executive Deferred Incentive Plan, the Veralto Corporation Excess Contribution Program, the Veralto Corporation Deferred Compensation Plan, and the Veralto Corporation Retirement Savings Plan of our report dated March 31, 2023, with respect to the balance sheet of Veralto Corporation included in its Registration Statement (Form 10), filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Tysons, Virginia

September 29, 2023

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Table

Form S-8

(Form Type)

Veralto Corporation

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

	Security Type	Security Class Title(1)	Fee Calculation Rule	Amount Registered	Proposed Maximum Offering Price Per Unit(4)	Maximum Aggregate Offering Price(4)	Fee Rate	Amount of Registration Fee
Newly Registered Securities
Fees to be Paid	Equity	Common Stock, par value $0.01 per share	457(c) and 457(h)	23,500,000(1) (2)	$80.44	$1,890,340,000	$110.20 per $1,000,000	$208,316
	Other	Deferred Compensation Obligations	457(h)	$40,000,000(3)	100%	$40,000,000	$110.20 per $1,000,000	$4,408
	Other	Interests in the Veralto Retirement Savings Plan	457(h)	Indeterminate(3)	N/A	N/A(5)	N/A(5)	-
	Total Offering Amounts					$1,930,340,000		$212,724
	Total Fees Previously Paid							-
	Total Fee Offsets							-
	Net Fee Due							$212,724

(1) This Registration Statement on Form S-8 (this “Registration Statement”) covers the issuance of (i) 22,000,000 shares of common stock, par value $0.01 per share (the “Common Stock”), of Veralto Corporation (“Veralto”) that may be issued under the Veralto Corporation 2023 Omnibus Incentive Plan, and its sub-plans, the Veralto Corporation Executive Deferred Incentive Plan and Veralto Corporation Excess Contribution Program, (ii) 500,000 shares of Common Stock that may be issued by Veralto under the Veralto Corporation Deferred Compensation Plan, and (iii) 1,000,000 shares of Common Stock that may be acquired by Veralto under the Veralto Retirement Savings Plan in connection with a participant’s election to invest a portion or his or her interest in such plan in a fund that invests in Common Stock.

(2) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Common Stock that become issuable under the Veralto Corporation 2023 Omnibus Incentive Plan, the Veralto Corporation Executive Deferred Incentive Plan, the Veralto Corporation Excess Contribution Program, the Veralto Corporation Deferred Compensation Plan and the Veralto Retirement Savings Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Common Stock.

(3) Pursuant to Rule 416(c) under the Securities Act, this Registration Statement also covers unsecured obligations of Veralto to pay deferred compensation in the future in accordance with the terms of the Veralto Corporation Executive Deferred Incentive Plan, the Veralto Corporation Excess Contribution Program and the Veralto Corporation Deferred Compensation Plan and an indeterminate number of plan interests to be offered or sold pursuant to the Veralto Retirement Savings Plan.

(4) Estimated, solely for the purpose of calculating the registration fee, in accordance with Rule 457(h) under the Securities Act, based on the average of the high and low prices of the Common Stock on September 27, 2023 in the “when-issued” trading market as reported on the New York Stock Exchange, and based on an estimated amount of $40,000,000 in Deferred Compensation Obligations.

(5) Pursuant to Rule 457(h)(2) under the Securities Act, no separate fee is required to register plan interests.

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