8-K

THERMO FISHER SCIENTIFIC INC. (TMO)

8-K 2020-05-22 For: 2020-05-20
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Added on April 07, 2026

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): May 20, 2020

THERMO FISHER SCIENTIFIC INC.

(Exact name of Registrant as specified in its Charter)

Delaware 1-8002 04-2209186
(State of incorporation) (Commission File Number) (I.R.S. Employer Identification Number)

168 Third Avenue

Waltham, Massachusetts 02451

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (781) 622-1000

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, $1.00 par value TMO New York Stock Exchange
Floating Rate Notes due 2020 TMO /20A New York Stock Exchange
2.150% Notes due 2022 TMO 22A New York Stock Exchange
0.750% Notes due 2024 TMO 24A New York Stock Exchange
0.125% Notes due 2025 TMO 25B New York Stock Exchange
2.000% Notes due 2025 TMO 25 New York Stock Exchange
1.400% Notes due 2026 TMO 26A New York Stock Exchange
1.450% Notes due 2027 TMO 27 New York Stock Exchange
1.750% Notes due 2027 TMO 27B New York Stock Exchange
0.500% Notes due 2028 TMO 28A New York Stock Exchange
1.375% Notes due 2028 TMO 28 New York Stock Exchange
1.950% Notes due 2029 TMO 29 New York Stock Exchange
0.875% Notes due 2031 TMO 31 New York Stock Exchange
2.375% Notes due 2032 TMO 32 New York Stock Exchange
2.875% Notes due 2037 TMO 37 New York Stock Exchange
1.500% Notes due 2039 TMO 39 New York Stock Exchange
1.875% Notes due 2049 TMO 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 or Rule 12b-2 of the Securities Exchange Act of 1934.                                 ☐  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.  ☐

THERMO FISHER SCIENTIFIC INC.

Item 5.07 Submission of Matters to a Vote of Security Holders

At the annual meeting of stockholders of Thermo Fisher Scientific Inc. (the “Company”) held on May 20, 2020, the stockholders of the Company voted on the following proposals:

1. The following nominees were elected to the Company’s Board of Directors for a one-year term expiring at the 2021 annual meeting of stockholders.

For Against Abstain Broker Non-Votes
Marc N. Casper 311,311,076 15,984,489 1,395,990 19,138,227
Nelson J. Chai 322,956,337 5,566,415 168,803 19,138,227
C. Martin Harris 314,035,082 14,222,562 433,911 19,138,227
Tyler Jacks 322,490,039 6,035,607 165,909 19,138,227
Judy C. Lewent 323,216,842 5,330,689 144,024 19,138,227
Thomas J. Lynch 304,871,690 23,658,694 161,171 19,138,227
Jim P. Manzi 318,108,411 10,422,655 160,489 19,138,227
James C. Mullen 322,319,560 6,200,177 171,818 19,138,227
Lars R. Sørensen 316,444,698 11,738,861 507,996 19,138,227
Debora L. Spar 327,984,113 563,779 143,663 19,138,227
Scott M. Sperling 318,170,419 10,354,569 166,567 19,138,227
Dion J. Weisler 321,257,953 7,272,270 161,332 19,138,227

2. A non-binding, advisory proposal on the compensation of the Company’s named executive officers was approved.

For: 297,012,827
Against: 30,978,261
Abstain: 700,467
Broker Non-Votes: 19,138,227

3. The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2020 was ratified.

For: 338,321,667
Against: 9,298,232
Abstain: 209,883

THERMO FISHER SCIENTIFIC INC.

SIGNATURE

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 thereunto duly authorized.

THERMO FISHER SCIENTIFIC INC.
Date: May 21, 2020 By: /s/ Michael A. Boxer
Michael A. Boxer
Senior Vice President and General Counsel

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