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Security Type
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Security Class Title(1)
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Fee Calculation Rule
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Amount Registered
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Proposed Maximum Offering Price Per Unit(4)
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Maximum Aggregate Offering Price(4)
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Fee Rate
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Amount of Registration Fee
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Newly Registered Securities
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Fees to be Paid
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Equity
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Common Stock, par value $0.01 per share
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457(c) and 457(h)
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23,500,000(1) (2)
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$80.44
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$1,890,340,000
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$110.20 per $1,000,000
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$208,316
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Other
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Deferred Compensation Obligations
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457(h)
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$40,000,000(3)
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100%
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$40,000,000
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$110.20 per $1,000,000
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$4,408
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Other
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Interests in the Veralto Retirement Savings Plan
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457(h)
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Indeterminate(3)
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N/A
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N/A(5)
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N/A(5)
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-
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Total Offering Amounts
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$1,930,340,000
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$212,724
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Total Fees Previously Paid
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-
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Total Fee Offsets
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-
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Net Fee Due
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$212,724
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| (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.
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| (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.
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| (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.
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| (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.
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| (5) |
Pursuant to Rule 457(h)(2) under the Securities Act, no separate fee is required to register plan interests.
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