Danaher Corp 8-K, filed Aug 31, 2023
Danaher Corp (DHR)
8-K
2023-08-31
For: 2023-08-30
View Original
Added on
April 02, 2026
About this 8-K
Danaher Corp filed this 8-K on August 31, 2023, reporting on events of August 30, 2023.
Items reported
- Item 5.04: Benefit plan trading blackout
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 30, 2023
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(Registrant’s Telephone Number, Including Area Code)
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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 (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
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| 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 | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
| 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 5.04 | TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT’S EMPLOYEE BENEFIT PLANS | ||||
In connection with the completion of the separation of Veralto Corporation (“Veralto”) from Danaher Corporation (“Danaher”) and the distribution to Danaher’s stockholders of all of the issued and outstanding shares of Veralto common stock held by Danaher (other than fractional shares, which will be aggregated and sold into the public market and the proceeds distributed to Danaher stockholders entitled thereto) (the “Distribution”), which is expected to occur on September 30, 2023, certain changes will occur to the Danaher Stock Fund held in each of each of the Danaher Corporation & Subsidiaries Savings Plan, the Danaher Corporation & Subsidiaries Puerto Rico Savings Plan, the Danaher Corporation Executive Deferred Incentive Program, the Danaher Deferred Compensation Plan and the Danaher Excess Contribution Program (collectively, the “Plans”). As a result of these changes, participants in the Plans and their beneficiaries will be temporarily unable to exercise certain rights otherwise available under the Plans (the “blackout”). Danaher received notice of the blackout from the administrator of the Plans, as required by Section 101(i)(2)(E) of the Employee Retirement Income Security Act of 1974, as amended, on August 30, 2023.
On August 31, 2023, Danaher sent a notice (the “Blackout Notice”) to its directors and its officers who are subject to Section 16 of the Securities Exchange Act of 1934, as amended (“Section 16”), informing them that a blackout will be imposed. The blackout is expected to begin on September 29, 2023 at 4:00 p.m. Eastern Time and to continue through October 5, 2023 at 4:00 pm. Eastern Time.
Section 306(a) of the Sarbanes-Oxley Act of 2002 and Regulation BTR (i.e., the Blackout Trading Restriction), promulgated by the U.S. Securities and Exchange Commission, generally imposes certain restrictions on trading in company securities by directors and executive officers in the event that fifty percent (50%) or more of an issuer’s plan participants are restricted for more than three consecutive business days from trading in company securities.
During the blackout period, subject to certain limited exemptions, Danaher’s directors and Section 16 officers will be prohibited from directly or indirectly purchasing, selling, acquiring or transferring any Danaher common stock or derivative security with respect to Danaher common stock acquired in connection with their service or employment as a director or Section 16 officer of Danaher.
Attached hereto as Exhibit 99.1 and incorporated by reference is a copy of the Blackout Notice.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS | |||||||
| (d) | Exhibits: | |||||||
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101) | |||||||
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 hereunto duly authorized.
| DANAHER CORPORATION | |||||||||||
| Date: | August 31, 2023 | By: | /s/ James F. O’Reilly | ||||||||
| James F. O’Reilly | |||||||||||
| Vice President, Deputy General Counsel and Secretary | |||||||||||
Formal Notice of Blackout Period Under the Danaher Corporation & Subsidiaries Savings Plan Danaher Corporation & Subsidiaries Puerto Rico Savings Plan Danaher Corporation Executive Deferred Incentive Program Danaher Deferred Compensation Plan Danaher Excess Contribution Program (As Required Under Section 306(a)(6) of the Sarbanes-Oxley Act of 2002) To: All Executive Officers and Directors of Danaher Corporation Securities and Exchange Commission From: Danaher Corporation Date: August 31, 2023 Subject: Notice of Trading Blackout Period This Notice is being provided to you pursuant to Rule 104 of Regulation BTR, promulgated under Section 306(a)(6) of the Sarbanes Oxley Act of 2002. The purpose of this Notice is to inform you of an impending “blackout period” under each of each of the Danaher Corporation & Subsidiaries Savings Plan, the Danaher Corporation & Subsidiaries Puerto Rico Savings Plan, the Danaher Corporation Executive Deferred Incentive Program, the Danaher Deferred Compensation Plan and the Danaher Excess Contribution Program (collectively, the “Plans”), during which you will be generally prohibited from effecting any direct or indirect transactions in Danaher Corporation common stock, par value $0.01 per share (“Company Stock”), that you acquired in connection with your employment or service as an executive officer or director of Danaher Corporation (“Danaher”). Reasons for Blackout Period In connection with the completion of the separation of Veralto Corporation (“Veralto”) from Danaher and the distribution to Danaher’s stockholders of all of the shares of Veralto common stock held by Danaher (other than fractional shares, which will be aggregated and sold into the public market and the proceeds distributed to Danaher stockholders) (the “Distribution”), which is expected to occur on September 30, 2023, certain changes will occur to the Company Stock fund held in the Plans (collectively, the “Danaher Stock Fund”). As a result of these changes, participants in the Plans and their beneficiaries will temporarily be unable to transfer funds into or out of the Danaher Stock Fund. This period, during which participants and beneficiaries will be unable to exercise these rights otherwise available under the Plans, is called a “blackout period.” Length of Blackout Period The blackout period for the Danaher Stock Fund is expected to begin on September 29, 2023 at 4:00 p.m. Eastern Time and to continue through October 5, 2023, at 4:00 p.m. Eastern Time. If the spin-off date changes and Danaher is required to adjust the beginning date or the length of the blackout period, Danaher will provide you with notice of such adjustment as soon as reasonably practicable. Exhibit 99.1
Restrictions on Executive Officers and Directors During the Blackout Period Because participants and beneficiaries of the Plans will be unable to move assets into or out of the Danaher Stock Fund during the blackout period, Danaher’s executive officers and directors will be subject to the trading restrictions imposed under Section 306(a) of the Sarbanes-Oxley Act of 2002 for the duration of the blackout period. Subject to limited exceptions, these restrictions generally prohibit the direct or indirect purchase, sale or other acquisition or transfer of any Company Stock that you acquired in connection with your employment or service as an executive officer or director of Danaher. For this purpose, there is a rebuttable presumption that any Company Stock that you attempt to transfer during the blackout period was acquired in connection with your Danaher employment or service. Who to Contact for Additional Information If you have any questions about this Notice or the blackout period generally, you may contact the Director, Global Benefits, 2200 Pennsylvania Avenue NW, Suite 800W, Washington, DC 20037, 202-828-0850.