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
June 7, 2022
Date of Report (Date of Earliest Event Reported)
Fortive Corporation
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 001-37654 | 47-5654583 |
|---|---|---|
| (State or Other Jurisdiction<br> <br>Of Incorporation) | (Commission<br> <br>File Number) | (I.R.S. Employer<br> <br>Identification No.) |
6920 Seaway Blvd
Everett, WA 98203
(Address of principal executive offices)
Registrant’s telephone number, including area code: (425) 446-5000
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>Symbols | Name of Each Exchange<br> <br>on Which Registered |
|---|---|---|
| Common stock, par value $.01 per share | FTV | 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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
|---|
At the 2022 Annual Meeting of Shareholders (the “Annual Meeting”) of Fortive Corporation (the “Company”) held on June 7, 2022, the Company’s shareholders approved a proposal to amend the Company’s Restated Certificate of Incorporation (the “COI”) to eliminate the supermajority voting requirements (the “Supermajority Elimination Amendment”) contained in the COI. No conforming amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”) were required for the Supermajority Elimination Amendment.
A Certificate of Amendment setting forth the Supermajority Elimination Amendment was filed with the Secretary of State of the State of Delaware and became effective on June 7, 2022.
The foregoing description is qualified in its entirety by reference to the text of the Certificate of Amendment attached hereto as Exhibit 3.1 to this Current Report.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
|---|
At the Annual Meeting held on June 7, 2022, the Company’s shareholders voted on the following five proposals:
Proposal 1: To elect the eight directors named in the Proxy Statement to terms expiring at the 2023 Annual Meeting of Shareholders of the Company and until their successors are duly elected and qualified. Each nominee for director was elected by a vote of the shareholders as follows:
| For | Against | Abstain | Broker Non-<br> <br>Votes | |||||
|---|---|---|---|---|---|---|---|---|
| Daniel L. Comas | 309,812,413 | 2,060,294 | 102,305 | 13,170,247 | ||||
| Sharmistha Dubey | 306,044,782 | 5,823,500 | 106,730 | 13,170,247 | ||||
| Rejji P. Hayes | 309,993,848 | 1,876,522 | 104,642 | 13,170,247 | ||||
| Wright Lassiter III | 311,126,841 | 738,963 | 109,208 | 13,170,247 | ||||
| James A. Lico | 311,140,504 | 737,946 | 96,562 | 13,170,247 | ||||
| Kate D. Mitchell | 301,863,000 | 10,016,737 | 95,275 | 13,170,247 | ||||
| Jeannine Sargent | 309,422,947 | 2,456,506 | 95,559 | 13,170,247 | ||||
| Alan G. Spoon | 294,534,221 | 16,963,058 | 477,733 | 13,170,247 |
Proposal 2: To approve on an advisory basis the Company’s named executive officer compensation. The proposal was approved by a vote of the shareholders as follows:
| For | 279,559,346 |
|---|---|
| Against | 32,126,333 |
| Abstain | 289,333 |
| Broker Non-Votes | 13,170,247 |
Proposal 3: To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022. The proposal was approved by a vote of the shareholders as follows:
| For | 306,271,544 |
|---|---|
| Against | 18,743,133 |
| Abstain | 130,582 |
2
Proposal 4: To approve an amendment to the Company’s Restated Certificate of Incorporation to eliminate the supermajority voting requirements. The proposal was approved by a vote of the shareholders as follows
| For | 311,641,333 |
|---|---|
| Against | 189,617 |
| Abstain | 144,062 |
| Broker Non-Votes | 13,170,247 |
Proposal 5: To consider and act upon a shareholder proposal regarding elimination of the supermajority voting requirements. The proposal was approved by a vote of the shareholders as follows:
| For | 172,447,899 |
|---|---|
| Against | 139,179,137 |
| Abstain | 347,976 |
| Broker Non-Votes | 13,170,247 |
| Item 9.01 | Financial Statements and Exhibits |
| --- | --- |
| (d) | Exhibits. |
| --- | --- |
| Exhibit<br>No. | Description |
| --- | --- |
| 3.1 | Certificate of Amendment |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
3
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: June 9, 2022
4
EX-3.1
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATEOF INCORPORATION
OF
FORTIVE CORPORATION
Pursuant to Section 242
of the General Corporation Law of the State of Delaware
Fortive Corporation, a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that:
- The Restated Certificate of Incorporation of the Corporation (the “Restated Certificate”) is hereby amended as follows:
Sections 9.01 and 9.02 of Article IX of the Amended and Restated Certificate are hereby amended in their entirety to read as follows:
“Section 9.01 Certificate of Incorporation. The Corporation shall have the right, from time to time, to amend, alter, change or repeal any provision of this Amended and Restated Certificate of Incorporation in any manner now or hereafter provided by this Restated Certificate of Incorporation, the Bylaws of the Corporation or the DGCL, and all rights, preferences, privileges and powers of any kind conferred upon any director or stockholder of the Corporation by this Restated Certificate of Incorporation or any amendment thereof are conferred subject to such right.
Section 9.02 Bylaws. In furtherance and not in limitation of the powers conferred by law, the Board is expressly authorized and empowered, without the assent or vote of the stockholders, to adopt, amend and repeal the Bylaws of the Corporation. Any adoption, amendment or repeal of the Bylaws of the Corporation by the Board shall require the approval by the majority of the entire Board. The stockholders shall also have power to adopt, amend or repeal the Bylaws of the Corporation; provided, however, that, in addition to any vote of the holders of any class or series of stock of the Corporation required by law or by this Restated Certificate of Incorporation, the affirmative vote of the holders of at least a majority of the voting power of the shares entitled to vote for the election of directors shall be required to amend, repeal or adopt any provision of the Bylaws of the Corporation.”
- The foregoing amendment to the Restated Certificate was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment to the Amended and Restated Certificate of Incorporation on this 7^th^ day of June, 2022.
| FORTIVE CORPORATION | ||
|---|---|---|
| By: | /s/ Daniel B. Kim | |
| Name: | Daniel B. Kim | |
| Title: | Corporate Secretary |