Sector: Health Care
REVVITY INC · Meeting: April 28, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Ten Directors for Terms of One Year Each
Director since 2012 with deep life sciences expertise; the company's 3-year stock return trails its peer group median by only 13.4 percentage points, which is below the 20-point threshold needed to trigger a vote against, so no TSR concern applies; no overboarding, attendance, or independence issues identified.
Director since 2016 with strong finance and capital markets background; the 3-year peer group underperformance gap of 13.4 percentage points does not cross the 20-point trigger threshold; serves on no more than two other public company audit committees and met all attendance requirements.
Joined the board in 2024, which is within the 24-month new-director exemption window, so the TSR trigger does not apply to him regardless of company performance; brings relevant biotechnology and operations experience.
Director since 2022 — approximately four years of tenure — with relevant healthcare and regulatory expertise; the 3-year peer group underperformance gap of 13.4 percentage points does not cross the 20-point trigger threshold; no other disqualifying flags identified.
Long-serving Non-Executive Chair since 2001 with extensive governance and investment experience; the 3-year peer group underperformance gap of 13.4 percentage points does not meet the 20-point threshold needed to trigger a vote against; serves on BorgWarner and AstroNova boards (two outside seats), which is within permissible limits for a non-CEO director.
CEO and executive director since 2019; the 3-year peer group underperformance gap of 13.4 percentage points does not cross the 20-point trigger threshold for a negative absolute TSR company; serves on only one outside public board (Amphenol), consistent with the company's own policy for the CEO.
Joined the board in 2024, which falls within the 24-month new-director exemption window, so the TSR trigger does not apply; brings relevant technology and AI expertise.
Director since 2020 with significant biotechnology CEO experience; the 3-year peer group underperformance gap of 13.4 percentage points does not cross the 20-point trigger threshold; no overboarding, attendance, or independence issues identified.
Director since 2016 with deep life sciences and diagnostics industry expertise; the 3-year peer group underperformance gap of 13.4 percentage points does not meet the 20-point trigger threshold; no overboarding or attendance concerns identified.
Director since 2017 with extensive global life sciences executive experience; the 3-year peer group underperformance gap of 13.4 percentage points does not cross the 20-point trigger threshold; no overboarding, independence, or attendance issues identified.
All ten directors receive a FOR vote. Although Revvity's stock has declined roughly 31% over three years, the company's performance against its own disclosed peer group of 30 companies shows a gap of only 13.4 percentage points below the peer median — less than the 20-point threshold required to trigger a vote against directors for a company with negative absolute TSR. No director has overboarding issues, attendance problems, or independence concerns. Two directors (Klobuchar and Vandebroek) joined in 2024 and are exempt from the TSR trigger under the 24-month new-director rule. The board discloses a skills matrix, all audit committee members are qualified financial experts, and attendance was 100% for all directors in fiscal 2025.
CEO
Prahlad R. Singh
Total Comp
$13,809,549
Prior Support
91.7%%
The prior year say-on-pay vote received 91.7% support, well above the 70% threshold that would require remediation. The pay structure is strongly performance-oriented: the CEO had 91% of his target compensation at risk, and 79% was delivered through long-term equity incentives including performance stock awards (PRSUs) that vest only on achievement of multi-year financial goals — in fact the 2023 LTIP performance stock awards paid out at 0% due to missed targets, demonstrating that the plan genuinely withholds pay when performance falls short. While the stock has declined significantly, the variable pay structure appropriately reflected those outcomes, and CEO total compensation of approximately $13.8 million appears reasonable given the pay-for-performance discipline evidenced by the zero PRSU payout; no individual or aggregate pay benchmarks clearly fire a No vote based on available data.
Auditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$4,989,000
Non-Audit Fees
$631,000
Non-audit fees (audit-related fees of $125,000 plus tax fees of $494,000 plus other fees of $12,000 = $631,000) represent approximately 12.6% of audit fees ($4,989,000), which is well below the 50% threshold that would raise independence concerns; Deloitte is a Big 4 firm appropriate for a company of Revvity's size and complexity; auditor tenure is not disclosed in the filing so the tenure trigger cannot fire per policy, and no material restatements were identified.
2 proposals submitted by shareholders
Proposal 4
This is a board-proposed amendment to the company's bylaws that would give shareholders who collectively own at least 25% of outstanding stock the right to call a special meeting — a right shareholders do not currently appear to hold. Adding a special meeting right is a mainstream governance improvement that increases shareholders' ability to act between annual meetings. A 25% ownership threshold is within common market practice and is a meaningful but not excessively restrictive hurdle; supporting this change aligns with the policy principle of improving rather than entrenching governance.
Proposal 5
This proposal would require certain executives to retain a significant percentage of shares acquired through the company's equity pay programs. While executive stock ownership alignment is a legitimate governance concern, Revvity already maintains meaningful stock ownership guidelines — non-employee directors must hold stock worth five times their annual cash retainer within five years, and the proxy indicates all directors and executives were in compliance as of early 2026. The proposal imposes a mandatory retention requirement beyond existing guidelines without clear evidence that the current ownership structure is misaligned; no prior-year vote history is available to signal elevated shareholder concern, and the board's opposition is reasonable given that existing guidelines already address the underlying objective.
Revvity's 2026 annual meeting ballot presents five proposals, and our analysis supports FOR votes on four of them: the full ten-director slate passes without triggering any TSR, overboarding, or attendance concerns; Deloitte's non-audit fee ratio is well within acceptable limits; the executive compensation program earns strong support given its rigorous pay-for-performance structure, including a zero payout on 2023 performance stock awards; and the board's proposed bylaw amendment adding a 25% shareholder special-meeting right is a genuine governance improvement. The sole Against vote is on the shareholder proposal to impose mandatory executive stock retention requirements, which adds operational constraints beyond the company's already-adequate ownership guidelines without demonstrated shareholder urgency.
31 companies disclosed in 2026 proxy filing
