Danaher Corp 8-K, filed May 11, 2023
Danaher Corp (DHR)
8-K
2023-05-11
For: 2023-05-09
View Original
Added on
April 02, 2026
About this 8-K
Danaher Corp filed this 8-K on May 11, 2023, reporting on events of May 9, 2023.
Items reported
- Item 2.02: Financial results
- Item 5.07: Shareholder vote results
- 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): May 9, 2023
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| (Exact Name of Registrant as Specified in Its Charter) | ||||||||
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| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||||||||||||||
(Registrant’s Telephone Number, Including Area Code)
Not applicable | |||||
| (Former Name or Former Address, if Changed Since Last Report) | |||||
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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) | |||||
| 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 | ||||||
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 2.02 | AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR. | ||||
On May 9, 2023, Danaher Corporation (“Danaher”) filed a Certificate of Elimination with respect to the Company’s 4.75% Series A Mandatory Convertible Preferred Stock (the “Series A Preferred Stock”) and the Company’s 5.00% Series B Mandatory Convertible Preferred Stock (the “Series B Preferred Stock” and together with the Series A Preferred Stock, the “Preferred Stock”), which upon filing with the Secretary of State of the State of Delaware (“Delaware Secretary”), eliminated from the Restated Certificate of Incorporation, as heretofore amended, all matters set forth in the Certificate of Designations with respect to the Series A Preferred Stock filed with the Delaware Secretary on February 28, 2019 and the Certificate of Designations with respect to the Series B Preferred Stock filed with the Delaware Secretary on May 11, 2020.
Following the mandatory conversion of the outstanding shares of the Series A Preferred Stock on April 15, 2022 and the outstanding shares of the Series B Preferred Stock on April 17, 2023, there were no outstanding shares of the Preferred Stock. A copy of the Certificate of Elimination relating to the Preferred Stock is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| ITEM 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS | ||||
The Company’s annual meeting of shareholders was held on May 9, 2023. At the annual meeting, the Company’s shareholders voted on the following proposals:
1. To elect the fourteen directors named in the Company’s proxy statement to terms expiring in 2024. Each nominee for director was elected by a vote of the shareholders as follows:
| For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||
| Rainer M. Blair | 611,495,206 | 8,477,626 | 584,736 | 33,653,892 | |||||||||||||||||||
| Feroz Dewan | 611,422,260 | 8,525,436 | 609,872 | 33,653,892 | |||||||||||||||||||
| Linda Filler | 547,198,114 | 71,820,943 | 1,538,511 | 33,653,892 | |||||||||||||||||||
| Teri List | 445,387,064 | 174,590,040 | 580,464 | 33,653,892 | |||||||||||||||||||
| Walter G. Lohr, Jr. | 568,952,661 | 51,010,966 | 593,941 | 33,653,892 | |||||||||||||||||||
| Jessica L. Mega, MD, MPH | 612,490,032 | 7,487,224 | 580,312 | 33,653,892 | |||||||||||||||||||
| Mitchell P. Rales | 595,480,683 | 24,351,520 | 725,365 | 33,653,892 | |||||||||||||||||||
| Steven M. Rales | 601,399,773 | 18,567,920 | 589,875 | 33,653,892 | |||||||||||||||||||
| Pardis C. Sabeti, MD, D. Phil | 605,695,033 | 14,259,949 | 602,586 | 33,653,892 | |||||||||||||||||||
| A. Shane Sanders | 463,901,122 | 156,051,488 | 604,958 | 33,653,892 | |||||||||||||||||||
| John T. Schwieters | 428,128,701 | 190,873,326 | 1,555,541 | 33,653,892 | |||||||||||||||||||
| Alan G. Spoon | 535,224,853 | 84,736,149 | 596,566 | 33,653,892 | |||||||||||||||||||
| Raymond C. Stevens, PhD | 466,068,299 | 153,892,202 | 597,067 | 33,653,892 | |||||||||||||||||||
| Elias A. Zerhouni, MD | 591,338,842 | 28,622,621 | 596,105 | 33,653,892 | |||||||||||||||||||
2. To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. The proposal was approved by a vote of shareholders as follows:
| For | 625,228,005 | ||||
| Against | 28,119,329 | ||||
| Abstain | 864,126 | ||||
3. To approve on an advisory basis the Company’s named executive officer compensation. The proposal was approved by a vote of shareholders as follows:
| For | 587,524,847 | ||||
| Against | 31,456,091 | ||||
| Abstain | 1,576,630 | ||||
| Broker Non-Votes | 33,653,892 | ||||
4. To hold an advisory vote relating to the frequency of future shareholder advisory votes on the Company’s named executive officer compensation. The Company’s shareholders voted as follows on this proposal:
| One Year | 613,562,329 | ||||
| Two Years | 680,368 | ||||
| Three Years | 5,693,280 | ||||
| Abstain | 621,591 | ||||
| Broker Non-Votes | 33,653,892 | ||||
Based on the voting results set forth above, the Company has adopted a policy to hold an annual advisory vote on named executive officer compensation until the next required vote on the frequency of shareholder advisory votes on the Company’s named executive officer compensation.
5. To act upon a shareholder proposal requesting adoption of a policy separating the Chair and CEO roles and requiring an independent Board Chair whenever possible. The proposal was rejected by a vote of shareholders as follows:
| For | 237,279,981 | ||||
| Against | 382,087,608 | ||||
| Abstain | 1,189,979 | ||||
| Broker Non-Votes | 33,653,892 | ||||
6. To act upon a shareholder proposal requesting a report to shareholders on the effectiveness of the Company’s diversity, equity and inclusion efforts. The proposal was rejected by a vote of shareholders as follows:
| For | 98,910,548 | ||||
| Against | 515,382,635 | ||||
| Abstain | 6,264,385 | ||||
| Broker Non-Votes | 33,653,892 | ||||
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS | |||||||
| (c) | Exhibits: | |||||||
| Exhibit No. | Description | |||||||
| 3.1 | ||||||||
| 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: | May 11, 2023 | By: | /s/ James F. O’Reilly | ||||||||
| James F. O’Reilly | |||||||||||
| Vice President, Deputy General Counsel and Secretary | |||||||||||
Exhibit 3.1 DANAHER CORPORATION CERTIFICATE OF ELIMINATION OF NUMBER OF SHARES OF PREFERRED STOCK DESIGNATED AS SERIES A PREFERRED STOCK AND SERIES B PREFERRED STOCK Pursuant to Section 151 of the General Corporation Law of the State of Delaware Danaher Corporation (hereinafter called the “Corporation”), pursuant to the authority conferred upon the Board of Directors of the Corporation (the “Board”) by the Corporation’s Restated Certificate of Incorporation, as amended, and in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, certifies that the Board duly adopted the following resolutions: “RESOLVED: That no shares of the Corporation’s 4.75% Mandatory Convertible Preferred Stock, Series A (the “Series A Preferred Stock”) are outstanding and no shares of Series A Preferred Stock will hereafter be issued subject to the Corporation’s Certificate of Designations of 4.75% Mandatory Convertible Preferred Stock, Series A, dated February 18, 2019, with respect to such series (the “Series A Certificate of Designations”); and that the Chief Executive Officer, the President and the Chief Financial Officer be and each hereby are authorized and directed in the name and on behalf of the Corporation to execute and file a certificate with the Secretary of State of the State of Delaware pursuant to Section 151(g) of the General Corporation Law of the State of Delaware setting forth the text of this resolution, and that upon the filing and effectiveness of such certificate, all matters as set forth in the Series A Certificate of Designations shall be deemed to have been eliminated from the Corporation’s Restated Certificate of Incorporation, as amended, and all of the 15,000,000 shares of preferred stock previously designated as Series A Preferred Stock shall resume their status as undesignated shares of preferred stock. RESOLVED: That no shares of the Corporation’s 5.00% Mandatory Convertible Preferred Stock, Series B (the “Series B Preferred Stock”) are outstanding and no shares of Series B Preferred Stock will hereafter be issued subject to the Corporation’s Certificate of Designations of 5.00% Mandatory Convertible Preferred Stock, Series B, dated May 11, 2020, with respect to such series (the “Series B Certificate of Designations”); and that the Chief Executive Officer, the President and the Chief Financial Officer be and each hereby are authorized and directed in the name and on behalf of the Corporation to execute and file a certificate with the Secretary of State of the State of Delaware pursuant to Section 151(g) of the General Corporation Law of the State of Delaware setting forth the text of this resolution, and that upon the filing and effectiveness of such certificate, all matters as set forth in the Series B Certificate of Designations shall be deemed to have been eliminated from the Corporation’s Restated Certificate of Incorporation, as amended, and all of the 15,000,000 shares of preferred stock previously designated as Series B Preferred Stock shall resume their status as undesignated shares of preferred stock.” IN WITNESS WHEREOF, the Corporation has caused this Certificate of Elimination to be signed by its duly authorized officer this 9th day of May, 2023. DANAHER CORPORATION
By: /s/ James F. O’Reilly James F. O’Reilly Vice President, Deputy General Counsel and Secretary