Current Report Filing (8-k)

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 12, 2022

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 a Vote of Security Holders

On May 12, 2022, Novanta Inc. (the “Company”) held its Annual General Meeting of Shareholders. A total of 32,796,498 common shares were present or represented by proxy at the meeting, representing approximately 91.91 percent of the Company’s common shares outstanding as of March 31, 2022, 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 8, 2021.

Item 1 — Election of directors for a term of office expiring on the date of the annual meeting of shareholders in 2023, until his or her successor is elected or appointed, or until his or her earlier death, resignation, or removal.

NOMINEE	Votes FOR		Votes WITHHELD		Broker Non-Votes
Lonny J. Carpenter		31,801,916		219,050		775,532
Matthijs Glastra		31,240,010		780,956		775,532
Brian D. King		31,855,547		165,419		775,532
Ira J. Lamel		31,674,697		346,269		775,532
Maxine L. Mauricio		31,206,958		814,008		775,532
Katherine A. Owen		31,987,285		33,681		775,532
Thomas N. Secor		29,932,715		2,088,251		775,532
Frank A. Wilson		31,982,338		38,628		775,532

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

Votes FOR			Votes AGAINST			Votes ABSTAINED			Broker Non-Votes
	31,057,232			939,214			24,520			775,532

Item 3 — Appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm to serve until the 2023 annual meeting of shareholders.

Votes FOR			Votes AGAINST			Votes ABSTAINED			Broker Non-Votes
	32,624,275			154,408			17,815			-

Based on the foregoing votes, each of the eight 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.