REVVITY INC (RVTY)
Sector: Health Care
2026 Annual Meeting Analysis
REVVITY INC · Meeting: April 28, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Ten Directors for Terms of One Year Each
Director since 2012 (14 years tenure); the 3-year TSR underperformance vs. the company's own peer group is -11.4pp, which is below the 20pp trigger threshold required for a negative absolute TSR period, so no TSR trigger fires; no overboarding, attendance, or independence concerns.
Director since 2016 (10 years tenure); peer group TSR gap of -11.4pp falls below the 20pp trigger threshold; serves on two other public company boards (O-I Glass and PHINIA), which is within the permissible limit; no other policy flags.
Director since 2024 — fewer than 24 months of tenure, so he is fully exempt from the TSR underperformance trigger under policy; no overboarding, attendance, or independence concerns.
Director since 2022 (4 years tenure); peer group TSR gap of -11.4pp falls below the 20pp trigger threshold; serves on one other public company board; no other policy flags.
Director since 2001 (25 years tenure); peer group TSR gap of -11.4pp falls below the 20pp trigger threshold and no ETF fallback trigger applies given the peer group is available; serves on two other public company boards (BorgWarner and AstroNova) plus AstroNova, within permissible limits; no other policy flags.
CEO and director since 2019 (7 years tenure); as an executive director he is subject to the same TSR trigger as all other directors, but the peer group gap of -11.4pp falls below the 20pp threshold required to trigger a negative vote; serves on one outside public company board (Amphenol), within the CEO limit of one outside seat.
Director since 2024 — fewer than 24 months of tenure, so she is fully exempt from the TSR underperformance trigger under policy; serves on two other public company boards (IDEXX Laboratories and Wolters Kluwer), within permissible limits; no other policy flags.
Director since 2020 (6 years tenure); peer group TSR gap of -11.4pp falls below the 20pp trigger threshold; serves on one other public company board (Zai Lab); no other policy flags.
Director since 2016 (10 years tenure); peer group TSR gap of -11.4pp falls below the 20pp trigger threshold; serves on two other public company boards (Cerus Corporation and Standard BioTools), within permissible limits; no other policy flags.
Director since 2017 (9 years tenure); peer group TSR gap of -11.4pp falls below the 20pp trigger threshold; serves on one other public company board (Fresenius Medical Care); no other policy flags.
All ten director nominees receive a FOR vote. Although Revvity's stock has declined roughly 27% over the past three years, the company's own disclosed peer group — which is the primary benchmark under policy — also declined (median peer 3-year TSR of -15.3%), leaving Revvity only 11.4 percentage points behind the peer median, well below the 20pp trigger threshold applicable when absolute 3-year TSR is negative. The ETF fallback trigger (50.1pp gap vs. XLV) does not apply because a named peer group is available. The board has nine independent directors, a separate independent chair, a published skills matrix, strong audit committee financial expertise, and all directors met the 75% meeting attendance threshold in fiscal 2025. Michael Klobuchar and Sophie Vandebroek joined in 2024 and are exempt from the TSR trigger as new directors.
Say on Pay
✓ FORCEO
Prahlad R. Singh
Total Comp
$13,809,549
Prior Support
91.7%%
Prior shareholder support was a strong 91.7% at the 2025 annual meeting, well above the 70% threshold that would require a response, and the company conducted extensive proactive investor outreach with no calls for structural changes. The CEO's total reported compensation of approximately $13.8 million is broadly consistent with a life-sciences company of Revvity's market cap and the pay mix is heavily weighted toward variable and long-term incentives — the company states 91% of the CEO's target pay is at risk, with 79% delivered through multi-year equity awards including performance stock awards that vest only on achievement of financial goals (and in fact funded at 0% for the 2023 cycle, demonstrating real performance linkage). Although the stock has underperformed over three years, the company's variable pay above-benchmark concern is mitigated by the 0% payout on the 2023 performance stock awards, which shows the incentive structure is functioning as intended by withholding pay when long-term goals are missed.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$4,989,000
Non-Audit Fees
$631,000
Non-audit fees (combining audit-related fees of $125,000, tax fees of $494,000, and all other fees of $12,000 totaling $631,000) represent approximately 12.6% of audit fees of $4,989,000, well below the 50% threshold that would raise independence concerns; Deloitte is a Big 4 firm fully appropriate for a company of Revvity's size and complexity; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire under policy, and the absence of disclosure is noted as a minor negative factor only.
Stockholder Proposals
2 proposals submitted by shareholders
Proposal 4
Amendment to Amended and Restated By-Laws to Allow Shareholders Owning 25% of Our Stock to Call a Special Meeting of Shareholders
This is a board-proposed amendment that would give shareholders who own at least 25% of the company's stock the ability to call a special meeting, a right they do not currently have. Granting shareholders the right to call special meetings is a mainstream governance improvement that increases shareholders' ability to act between annual meetings; supporting it is consistent with standard pro-shareholder governance policy. The 25% ownership threshold is a reasonable and market-standard level that balances shareholder access against the cost and disruption of frivolous special meeting requests.
Proposal 5
Shareholder Proposal Regarding Executive Stock Ownership
The proposal would require certain executives to retain a significant percentage of stock acquired through the company's equity pay programs, which goes beyond Revvity's existing executive stock ownership guidelines (which already require ownership of a meaningful multiple of salary in company stock). While stock retention policies can align executive and shareholder interests, Revvity already maintains ownership guidelines with which all directors and officers are currently in compliance, and mandating a blanket retention requirement on top of those guidelines imposes additional constraints without a demonstrated gap in alignment. Without evidence of a prior shareholder vote showing strong support for this specific ask, and given the company's existing ownership framework, the higher bar required for operational proposals to win support is not met here.
Overall Assessment
The 2026 Revvity ballot is largely uncontroversial: all ten director nominees pass the TSR trigger test because the company's underperformance relative to its own peer group (-11.4pp) falls below the 20pp policy threshold applicable in a negative absolute return environment, the auditor fee ratio is clean at roughly 13% non-audit, and Say on Pay benefits from 91.7% prior-year support and a pay structure where performance stock awards genuinely funded at 0% when long-term goals were missed. The two noteworthy proposals are a board-proposed by-law amendment to grant shareholders the right to call special meetings (supported as a governance improvement) and a shareholder proposal to impose executive stock retention requirements on top of the existing ownership guidelines (opposed given the company's adequate existing framework and the lack of demonstrated prior shareholder concern).
Compensation Peer Group
31 companies disclosed in 2026 proxy filing