8-K - DHR - Equibles

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 5, 2021

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DANAHER CORPORATION
	(Exact Name of Registrant as Specified in Its Charter)

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Delaware		001-08089	59-1995548
(State or Other Jurisdiction of Incorporation)		(Commission File Number)	(IRS Employer Identification No.)
2200 Pennsylvania Avenue, NW			20037-1701
Suite 800W
Washington,	DC
(Address of Principal Executive Offices)			(Zip Code)

202-828-0850

(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
Common stock, $0.01 par value	DHR	New York Stock Exchange
4.75% Mandatory Convertible Preferred Stock, Series A, without par value	DHR.PRA	New York Stock Exchange
5.00% Mandatory Convertible Preferred Stock, Series B, without par value	DHR.PRB	New York Stock Exchange
Floating Rate Senior Notes due 2022	DHR/22A	New York Stock Exchange
1.700% Senior Notes due 2024	DHR 24	New York Stock Exchange
2.500% Senior Notes due 2025	DHR/25	New York Stock Exchange
0.200% Senior Notes due 2026	DHR/26	New York Stock Exchange
2.100% Senior Notes due 2026	DHR 26	New York Stock Exchange
1.200% Senior Notes due 2027	DHR/27	New York Stock Exchange
0.450% Senior Notes due 2028	DHR/28	New York Stock Exchange
2.500% Senior Notes due 2030	DHR 30	New York Stock Exchange
0.750% Senior Notes due 2031	DHR/31	New York Stock Exchange
1.350% Senior Notes due 2039	DHR/39	New York Stock Exchange
1.800% Senior Notes due 2049	DHR/49	New York Stock Exchange

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 5.07	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company’s annual meeting of shareholders was held on May 5, 2021. At the annual meeting, the Company’s shareholders voted on the following proposals:

1. To elect the twelve directors named in the Company’s proxy statement to terms expiring in 2022. Each nominee for director was elected by a vote of the shareholders as follows:

	For	Against	Abstain	Broker <br>Non-Votes
Rainer M. Blair	598,332,314	6,849,314	263,929	31,854,513
Linda Hefner Filler	566,294,780	38,891,682	259,095	31,854,513
Teri List	474,167,539	129,982,320	1,295,698	31,854,513
Walter G. Lohr, Jr.	450,506,870	153,651,351	1,287,336	31,854,513
Jessica L. Mega, MD, MPH	602,716,721	2,467,616	261,220	31,854,513
Mitchell P. Rales	576,534,187	28,639,182	272,188	31,854,513
Steven M. Rales	581,752,039	23,283,781	409,737	31,854,513
Pardis C. Sabeti, MD, D. Phil	602,723,264	2,446,107	276,186	31,854,513
John T. Schwieters	445,222,109	158,938,378	1,285,070	31,854,513
Alan G. Spoon	561,261,023	43,904,007	280,527	31,854,513
Raymond C. Stevens, PhD	602,691,918	2,462,313	291,326	31,854,513
Elias A. Zerhouni, MD	588,152,890	17,009,195	283,472	31,854,513

2. To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021. The proposal was approved by a vote of shareholders as follows:

For	627,756,529
Against	8,954,071
Abstain	589,470

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	575,840,385
Against	28,142,256
Abstain	1,462,916
Broker Non-Votes	31,854,513

4. To act upon a shareholder proposal requesting that Danaher amend its governing documents to reduce the percentage of shares required for shareholders to call a special meeting of shareholders from 25% to 10%. The proposal was rejected by a vote of shareholders as follows:

For	252,403,505
Against	348,720,913
Abstain	4,321,139
Broker Non-Votes	31,854,513
ITEM 9.01	FINANCIAL STATEMENTS AND EXHIBITS
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(c)	Exhibits:
Exhibit No.		Description
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 7, 2021	By:	/s/ James F. O'Reilly
			James F. O'Reilly
			Vice President, Deputy General Counsel and Secretary