Novanta (NOVT) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 29, 2025, to be held virtually, allowing shareholders to vote and ask questions online.

• Key proposals include election of nine directors, advisory approval of executive compensation, advisory vote on frequency of say-on-pay, and appointment of Deloitte & Touche LLP as auditor.

• Shareholders of record as of April 15, 2025, are entitled to vote; proxy materials and annual report distributed starting April 25, 2025.

Voting matters and shareholder proposals

• Proposals: elect nine directors, approve executive compensation (say-on-pay), determine frequency of future say-on-pay votes, appoint Deloitte as auditor, and address other business as needed.

• Board recommends voting for all director nominees, for executive compensation, for annual say-on-pay, and for Deloitte as auditor.

• Majority of votes cast required for approval of each proposal; cumulative voting applies for directors.

• Shareholders can submit director nominations and proposals for future meetings, with specific deadlines and requirements.

Board of directors and corporate governance

• Board set at nine members, eight of whom are independent; Chair and CEO roles are combined, with an independent Lead Director providing oversight.

• Board committees: Audit, Compensation, and ESG, all comprised of independent directors.

• Board and committees conduct annual self-evaluations; directors are encouraged to attend annual meetings.

• Board diversity: 44% women or underrepresented groups; robust stock ownership and anti-hedging policies in place.

• ESG Committee oversees director nominations, governance policies, sustainability, and cybersecurity.