8-K
Fortive Corp (FTV)
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): January 28, 2025
Fortive Corporation
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | ||
|---|---|---|
| (State of Other Jurisdiction of Incorporation) | ||
| 001-37654 | 47-5654583 | |
| (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) | |
| 6920 Seaway Blvd<br> <br>Everett, WA | 98203 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip code) | |
| (425) 446-5000 | ||
| --- | ||
| (Registrant’s Telephone Number, Including Area Code) |
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<br> <br>Symbol | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common stock, par value $.01 per share | FTV | New York Stock Exchange |
| 3.700% Notes due 2026 | FTV26A | New York Stock Exchange |
| 3.700% Notes due 2029 | FTV29 | 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 (§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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On January 28, 2025, Alan G. Spoon notified the Board of Directors (the “Board”) of Fortive Corporation (the “Company”) that he has elected not to stand for re-election as a director at the Company’s 2025 Annual Meeting of Shareholders (the “Annual Meeting”) to be held on June 3, 2025, and will retire from the Board effective on the date of the Annual Meeting. Mr. Spoon’s decision was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. In connection with such notice of retirement, on January 28, 2025, the Board approved the reduction of the size of the Board from nine to eight directors, subject to, and concurrently with, the effectiveness of the retirement of Mr. Spoon from the Board on the date of the Annual Meeting. In addition, effective January 28, 2025, the Board appointed Sharmistha Dubey, an independent director of the Company, as the Chair of the Board to succeed Mr. Spoon.
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.
| FORTIVE CORPORATION | |
|---|---|
| By: | /s/ Daniel B. Kim |
| Name: | Daniel B. Kim |
| Title: | Vice President - Associate General Counsel and Secretary |
Date: January 29, 2025