NOVANTA INC

0001076930 false 0001076930 novt:SixPointFiveZeroPercentTangibleEquityUnitsMember 2026-05-28 2026-05-28 0001076930 2026-05-28 2026-05-28 0001076930 us-gaap:CommonStockMember 2026-05-28 2026-05-28 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2026 NOVANTA INC. (Exact name of registrant as specified in is charter) New Brunswick, Canada 001-35083 98-0110412 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 125 Middlesex Turnpike Bedford , Massachusetts 01730 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: ( 781 ) 266-5700 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common shares, no par value NOVT Nasdaq Global Select Market 6.50% Tangible Equity Units NOVTU Nasdaq Global Select Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 5.07. Submission of Matters to Vote of Security Holders On May 28, 2026, Novanta Inc. (the “Company”) held its annual general meeting of shareholders (“Annual Meeting of Shareholders”). A total of 33,371,777 common shares were present or represented by proxy at the meeting, representing approximately 93.71 percent of the Company’s outstanding common shares as of April 14, 2026, the record date for the meeting. The following are the voting results on the proposals considered and voted upon at the meeting, all of which were described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 24, 2026. Item 1 — Election of directors for a term of office expiring on the date of the Company's next Annual Meeting of Shareholders in 2027, until their successor is elected or appointed, or until their earlier death, resignation, or removal. NOMINEE Votes FOR Votes WITHHELD Broker Non-Votes Lonny J. Carpenter 31,049,533 725,191 1,597,053 Matthew T. Farrell 31,739,890 34,834 1,597,053 Matthijs Glastra 30,975,206 799,518 1,597,053 R. Matthew Johnson 31,237,177 537,547 1,597,053 Mary Katherine Ladone 31,064,627 710,097 1,597,053 Maxine L. Mauricio 31,079,323 695,401 1,597,053 Thomas N. Secor 31,321,519 453,205 1,597,053 Darlene J. S. Solomon, Ph.D. 31,199,580 575,144 1,597,053 Frank A. Wilson 31,721,169 53,555 1,597,053 Item 2 — Approval, on an advisory basis, of the Company’s executive compensation. Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 31,065,978 695,736 13,010 1,597,053 Item 3 — Appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm to serve until the Company's next Annual Meeting of Shareholders in 2027. Votes FOR Votes AGAINST Votes ABSTAINED 33,352,532 5,006 14,239 Based on the foregoing votes, each of the nine nominees for director was elected; Item 2 was approved; and Item 3 was approved. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Novanta Inc. Date: May 29, 2026 By: /s/ Alexander Manganiello Alexander Manganiello General Counsel and Corporate Secretary