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Item 9A. Controls and Procedures

2025-02-25 compared with 2024-02-27 · 43 added, 45 removed, 240 unchanged (27% of the section changed)

2 unchanged sentences

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 29, 2024.

The term “disclosure controls and procedures” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to provide reasonable assurance that information required to be disclosed by the company in the reports that it files or submits under the Exchange Act is recorded,

processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

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Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:

Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a

process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:

• Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

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We have audited the internal control over financial reporting of Revvity, Inc.

and subsidiaries (the “Company”) as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

and sub sidiaries (the “Company”) as of December 29, 2024, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 29, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by COSO.

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Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

We believe that our audit

provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

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The information required to be disclosed by this Item pursuant to Item 401 of Regulation S-K with respect to our executive officers is contained in Part I of this annual report on Form 10-K under the caption, “Information About Our Executive Officers”.

The remaining information required to be disclosed by the Item pursuant to Item 401 and Item 407 of Regulation S-K is contained in the proxy statement for our annual meeting of stockholders to be held on April 23, 2024 under the captions “Proposal No.

1 Election of Directors” and “Information Relating to Our Board of Directors and Its Committees” and is incorporated in this annual report on Form 10-K by reference.

The remaining information required to be disclosed by the Item pursuant to Item 401, Item 405.

Item 407 and Item 408(b) of Regulation S-K is contained in the proxy statement for our annual meeting of stockholders to be held on April 22, 2025 under the captions “Proposal No.

1 Election of Directors”, “Delinquent Section 16(a) Reports” and “Informati on Relating to Our Board of Directors and Its Committees” and is incorporated in this annual report on Form 10-K by reference.

We have adopted a code of ethics, our Standards of Business Conduct, that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions.

Our Standards of Business Conduct, as well as our corporate governance guidelines and the charters for the audit, compensation and benefits, nominating and corporate governance, executive and finance committees of our Board of Directors, are each accessible under the “Corporate Governance” heading of the “Investors” section of our website, http://www.revvity.com.

This information is also available in print to any stockholder who requests it, by writing to Revvity, Inc., 940 Winter Street, Waltham, Massachusetts 02451, Attention:

This information is also available in prin t without charge t o any stockholder who requests it, by writing to Revvity, Inc., 77 4th Avenue, Waltham, Massachusetts 02451, Attention:

Investor Relations.

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Executive Compensation

The information required to be disclosed by this Item pursuant to Item 402 and Item 407(e) of Regulation S-K is contained in the proxy statement for our annual meeting of stockholders to be held on April 23, 2024 under the captions “Director Compensation,” “Information Relating to Our Board of Directors and Its Committees—Compensation Committee Interlocks and Insider Participation,” and “Executive Compensation,” and is incorporated in this annual report on Form 10-K by reference.

The information required to be disclosed by this Item pursuant to Item 402 and Item 407(e) of Regulation S-K is contained in the proxy statement for our annual meeting of stockholders to be held on April 22, 2025 under the captions “Director Compensation,” “Information Relating to Our Board of Directors and Its Committees—Compe nsation Committee Interlocks and Insider Participation,” and “Executive Compensation,” and is incorporated in this annual report on Form 10-K by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required to be disclosed by this Item pursuant to Item 403 of Regulation S-K is contained in the proxy statement for our annual meeting of stockholders to be held on April 23, 2024 under the caption “Beneficial Ownership of Common Stock,” and is incorporated in this annual report on Form 10-K by reference.

The information required to be disclosed by this Item pursuant to Item 201(d) of Regulation S-K is contained in the proxy statement for our annual meeting of stockholders to be held on April 23, 2024 under the caption “Executive Compensation—Equity Compensation Plan Information,” and is incorporated in this annual report on Form 10-K by reference.

The information required to be discl osed by this Item pursuant to Item 403 of Regulation S-K is contained in the proxy statement for our annual meeting of stockholders to be held on April 22, 2025 under the caption “Beneficial Ownership of Common Stock,” and is incorporated in this annual report on Form 10-K by reference.

The information required to be disclosed by this Item pursuant to Item 201(d) of Regulation S-K is contained in the proxy statement for our annual meeting of stockholders to be held on April 22, 2025 under the caption “Executive Compensation—Equity Compensation Plan Information,” and is incorporated in this annual report o n Form 10-K by reference.

Certain Relationships and Related Transactions, and Director Independence

The information required to be disclosed by this Item pursuant to Item 404 of Regulation S-K is contained in the proxy statement for our annual meeting of stockholders to be held on April 22, 2025 under the caption “Information Relating to Our Board of Directors and Its Committees—Certain Relationships and Policies on Related Party Transactions,” and is incorporated in this annual report on Form 10-K by reference.

The information required to be disclosed by this Item pursuant to Item 407(a) of Regulation S-K is contained in the proxy statement for our annual meeting of stockholders to be held on April 23, 2024 under the caption “Information Relating to Our Board of Directors and Its Committees—Determination of Independence,” and is incorporated in this annual report on Form 10-K by reference.

The information required to be disclosed by this Item pursuant to Item 407(a) of Regulation S-K is contained in the proxy statement for our annual meeting of stockholders to be held on April 22, 2025 under the caption “Information Relating to Our Board of Directors and Its Committees—Determination of Independence,” and is incorpora ted in this annual report on Form 10-K by reference.

Principal Accountant Fees and Services

The information required to be disclosed by this Item pursuant to Item 9(e) of Schedule 14A is contained in the proxy statement for our annual meeting of stockholders to be held on April 23, 2024 under the caption “Information Relating to Our Board of Directors and Its Committees—Independent Registered Public Accounting Firm Fees and Other Matters”, and is incorporated in this annual report on Form 10-K by reference.

The information required to be disclosed by this Item pursuant to Item 9(e) of Schedule 14A is contained in the proxy statement for our annual meeting of stockholders to be h eld on April 22, 2025 under the caption “Information Relating to Our Board of Directors and Its Committees—Independent Registered Public Accounting Firm Fees and Other Matters”, and is incorporated in this annual report on Form 10-K by reference.

Exhibits and Financial Statement Schedules

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Consolidated Statements of Comprehensive Income for Each of the Three Fiscal Years in the Period Ended December 29, 2024

Consolidated Balance Sheets as of December 31, 2023 and January 1, 2023

Consolidated Balance Sheets as of December 29, 2024 and December 31, 2023

Consolidated Statements of Stockholders’ Equity for Each of the Three Fiscal Years in the Period Ended December 29, 2024

4 unchanged sentences

Exhibit Title

Agreement and Plan of Merger, dated as of July 25, 2021, by and among Revvity , Inc., Burton Acquisition I, Inc., Burton Acquisition II, Inc., BioLegend, Inc.

and Gene Lay, solely in his capacity as the Stockholder Representative, filed with the Commission on July 27, 2021 as Exhibit 2.1 to our current report on Form 8-K (File No.

001-05075) and herein incorporated by reference.

Amended and Restated Master Purchase and Sale Agreement, dated as of March 11, 2023, by and between PerkinElmer, Inc., PerkinElmer U.S.

2 unchanged sentences

001-05075) and herein incorporated by reference.

3.1 Revvity, Inc.'s Restated Articles of Organization, filed with the Commission on May 12, 2023 as Exhibit 3.1 to our quarterly report on Form 10-Q (File No.

3.1 Revvity, Inc.'s Restated Articles of Organization, as amended, filed with the Commission on November 6, 2024 as Exhibit 3.1 to our quarterly report on Form 10-Q (File No.

001-05075) and herein incorporated by reference.

11 unchanged sentences

001-05075) and herein incorporated by reference.

Exhibit Title

4.5 Paying Agency Agreement, dated July 19, 2016, among Revvity, Inc., U.S.

1 unchanged sentence

001-05075) and herein incorporated by reference.

Exhibit Title

4.6 Fifth Supplemental Indenture, dated as of September 12, 2019, by and between Revvity, Inc.

7 unchanged sentences

001-05075)) and herein incorporated by reference.

10.1 Credit Agreement, dated as of August 24, 2021, among Revvity, Inc., Revvity Health Sciences, Inc., Revvity Life Sciences International Holdings, Revvity Global Holdings S.à r.l.

and Revvity Health Sciences B.V.

as Borrowers, Bank of America, N.A.

as Administrative Agent, Swing Line Lender and an L/C Issuer, the Lenders party thereto and the other L/C Issuers party thereto, filed with the Commission on August 25, 2021 as Exhibit 99.1 to our current report on Form 8-K (File No.

001-05075) and herein incorporated by reference.

10.2 First Amendment to Credit Agreement, dated as of April 24, 2023, among Revvity, Inc., Revvity Health Sciences, Inc., Revvity Life Sciences International Holdings, Revvity Global Holdings S.à r.l.

and Revvity Health Sciences B.V.

10.1 Credit Agreement, dated as of January 7, 2025, among Revvity, Inc.

and Revvity Health Sciences, Inc.

as Borrowers, Bank of America, N.A.

as Administrative Agent, Swing Line Lender and an L/C Issuer, the Lenders party thereto and the other L/C Issuers party thereto, filed with the Commission on August 9, 2023 as Exhibit 10.1 to our quarterly report on Form 10-Q (File No.

as Administrative Agent, Swing Line Lender and an L/C Issuer, the Lenders party thereto and the other L/C Issuers party thereto, filed with the Commission on January 7, 2025 as Exhibit 99.1 to our current report on Form 8-K (File No.

001-05075) and herein incorporated by reference.

11 unchanged sentences

001-05075) and herein incorporated by reference.

(4) Employment Agreement between Daniel R.

Tereau and Revvity, Inc.

dated as of February 1, 2016, filed with the Commission on March 1, 2016 as Exhibit 10.2(8) to our annual report on Form 10-K (File No.

001-05075) and herein incorporated by reference.

(4) Employment Agreement between Tajinder Vohra and Revvity, Inc.

9 unchanged sentences

001-05075) and herein incorporated by reference.

Exhibit Title

10.4* Revvity, Inc.'s 2008 Deferred Compensation Plan, filed with the Commission on December 12, 2008 as Exhibit 10.1 to our current report on Form 8-K (File No.

4 unchanged sentences

001-05075) and herein incorporated by reference.

10.7* Third Amendment to Revvity, Inc.'s 2008 Deferred Compensation Plan, filed with the Commission on December 4, 2024 as Exhibit 99.4 to our registration statement on Form S-8 (File No.

333-283604) and herein incorporated by reference.

10.8* Revvity, Inc.

1 unchanged sentence

001-05075) and herein incorporated by reference.

Exhibit Title

10.9* Form of Stock Option Agreement given by Revvity, Inc.

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10.12* Revvity, Inc.

Amended and Restated Global Incentive Compensation Plan (Executive Officers) effective October 2 , 202 3 , attached hereto as Exhibit 10.

Amended and Restated Global Incentive Compensation Plan (Executive Officers) effective October 2, 2023, filed with the Commission on February 27, 2024 as Exhibit 10.12 to our annual report on Form 10-K (file No.

001-05075) and herein incorporated by reference.

10.13* Revvity, Inc.'s 2019 Incentive Plan, filed with the Commission on March 13, 2019 as Appendix B to our definitive proxy statement on Schedule 14A (File No.

16 unchanged sentences

001-05075) and herein incorporated by reference.

Exhibit Title

10.22* Form of Restricted Stock Unit Agreement (Time-based vesting) with double-trigger vesting acceleration upon a change of control for grants to executive officers under the 2019 Incentive Plan, filed with the Commission on April 1, 2020 as Exhibit 99.2 to our current report on Form 8-K (File No.

4 unchanged sentences

001-05075) and herein incorporated by reference.

Exhibit Title

10.25* Form of Restricted Stock Agreement with single-trigger vesting acceleration upon a change of control for grants to executive officers under the 2019 Incentive Plan, filed with the Commission on May 11, 2021 as Exhibit 10.3 to our quarterly report on Form 10-Q (File No.

2 unchanged sentences

001-05075) and herein incorporated by reference.

10.27* Form of Stock Option Agreement with single-trigger vesting acceleration upon a change of control for grants to executive officers under the 2019 Incentive Plan, attached hereto as Exhibit 10.2 7 .

10.28* Form of Stock Option Agreement with double-trigger vesting acceleration following a change of control for grants to executive officers under the 2019 Incentive Plan, attached hereto as Exhibit 10.2 8 .

10.29* Form of Restricted Stock Unit Agreement (Performance-based vesting) with single-trigger vesting acceleration upon a change of control for grants to executive officers under the 2019 Incentive Plan, attached hereto as Exhibit 10.

10.30* Form of Restricted Stock Unit Agreement (Performance-based vesting) with double -trigger vesting acceleration upon a change of control for grants to executive officers under the 2019 Incentive Plan, attached hereto as Exhibit 10.

10.31* Form of Restricted Stock Unit Agreement (Time-based vesting) with single-trigger vesting acceleration upon a change of control for grants to executive officers under the 2019 Incentive Plan, attached hereto as Exhibit 10.

10.32* Form of Restricted Stock Unit Agreement (Time-based vesting) with double -trigger vesting acceleration upon a change of control for grants to executive officers under the 2019 Incentive Plan, attached hereto as Exhibit 10.

10.27* Form of Stock Option Agreement with single-trigger vesting acceleration upon a change of control for grants to executive officers under the 2019 Incentive Plan, filed with the Commission on February 27, 2024 as Exhibit 10.27 to our annual report on Form 10-K (File No.

001-05075) and herein incorporated by reference.

10.28* Form of Stock Option Agreement with double-trigger vesting acceleration following a change of control for grants to executive officers under the 2019 Incentive Plan, filed with the Commission on February 27, 2024 as Exhibit 10.28 to our annual report on Form 10-K (File No.

001-05075) and herein incorporated by reference.

10.30* Form of Restricted Stock Unit Agreement (Performance-based vesting) with double-trigger vesting acceleration upon a change of control for grants to executive officers under the 2019 Incentive Plan, filed with the Commission on February 27, 2024 as Exhibit 10.30 to our annual report on Form 10-K (File No.

001-05075) and herein incorporated by reference.

10.32* Form of Restricted Stock Unit Agreement (Time-based vesting) with double-trigger vesting acceleration upon a change of control for grants to executive officers under the 2019 Incentive Plan, filed with the Commission on February 27, 2024 as Exhibit 10.32 to our annual report on Form 10-K (File No.

001-05075) and herein incorporated by reference.

19 Securities Trading Policy dated as of February 11, 2025, attached hereto as Exhibit 19.

21 Subsidiaries of Revvity, Inc., attached hereto as Exhibit 21.

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97* Revvity, Inc.

Dodd-Frank Compensation Recovery Policy effective October 2, 2023, attached hereto as Exhibit 97.

Dodd-Frank Compensation Recovery Policy effective October 2, 2023, filed with the Commission on February 27, 2024 as Exhibit 97 to our annual report on Form 10-K (File No.

001-05075) and herein incorporated by reference.

101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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101.PRE Inline XBRL Presentation Linkbase Document.

Exhibit Title

104 Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101).

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Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language):

(i) Consolidated Statements of Operations for each of the three years in the period ended December 31, 2023, (ii) Consolidated Balance Sheets as of December 31, 2023 and January 1, 2023, (iii) Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 31, 2023, (iv) Consolidated Statements of Stockholders' Equity for each of the three years in the period ended December 31, 2023, (v) Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2023, and (vi) Notes to Consolidated Financial Statements.

(i) Consolidated Statements of Operations for each of the three years in the period ended December 29, 2024, (ii) Consolidated Balance Sheets as of December 29, 2024 and December 31, 2023, (iii) Consolidated Statements of Comprehensive Income for each of the three years in the period ended December 29, 2024, (iv) Consolidated Statements of Stockholders' Equity for each of the three years in the period ended December 29, 2024, (v) Consolidated Statements of Cash Flows for each of the three years in the period ended December 29, 2024, and (vi) Notes to Consolidated Financial Statements.

Form 10-K Summary

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CHAPIN Director February 25, 2025

/s/ SYLVIE GRÉGOIRE, PharmD Director February 27, 2024

Sylvie Grégoire, PharmD

/s/ MICHAEL A.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures