8-K

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): November 10, 2022

THERMO FISHER SCIENTIFIC INC.

(Exact name of Registrant as specified in its Charter)

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 classTrading Symbol(s)Name of each exchange on which registeredCommon Stock, $1.00 par valueTMONew York Stock Exchange0.750% Notes due 2024TMO 24ANew York Stock Exchange0.125% Notes due 2025TMO 25BNew York Stock Exchange2.000% Notes due 2025TMO 25New York Stock Exchange1.400% Notes due 2026TMO 26ANew York Stock Exchange1.450% Notes due 2027TMO 27New York Stock Exchange1.750% Notes due 2027TMO 27BNew York Stock Exchange0.500% Notes due 2028TMO 28ANew York Stock Exchange1.375% Notes due 2028TMO 28New York Stock Exchange1.950% Notes due 2029TMO 29New York Stock Exchange0.875% Notes due 2031TMO 31New York Stock Exchange2.375% Notes due 2032TMO 32New York Stock Exchange2.875% Notes due 2037TMO 37New York Stock Exchange1.500% Notes due 2039TMO 39New York Stock Exchange1.875% Notes due 2049TMO 49New 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.

Amendment of Compensatory Arrangements

On November 10, 2022, the Compensation Committee of the Board of Directors of the Registrant (the “Committee”) approved amendments to certain of the equity compensation agreements of Marc N. Casper, the Registrant’s Chairman, President and Chief Executive Officer, to align the retirement vesting provisions in Mr. Casper’s equity award agreements with those granted to all other officers of the Registrant. The amended provisions relate to the vesting and exercise of his equity awards in the event of retirement.

In approving the amendments to Mr. Casper’s equity compensation agreements, the Committee determined that aligning the terms of Mr. Casper’s awards with those of other members of the Registrant’s management team was appropriate and in the best interests of the Registrant and its stockholders.

The foregoing description is qualified in its entirety by reference to the letter agreement with Mr. Casper outlining the terms of the equity award agreement amendments, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01     Financial Statements and Exhibits

(d)    Exhibits

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 hereunto duly authorized.

3

Document

Exhibit 10.1

November 10, 2022

Marc N. Casper

c/o Thermo Fisher Scientific Inc.

168 Third Avenue

Waltham, Massachusetts 02451

Dear Marc,

This letter relates to your outstanding stock options (originally granted between 2017 and 2022) and your outstanding time-based and performance-based restricted stock units (originally granted between 2020 and 2022).

The purpose of this letter is to memorialize that as of the date of this letter, Thermo Fisher Scientific Inc. (the “Company”) is amending each of the equity awards referenced above to align its terms relating to retirement with those granted to other Company Officers. Accordingly, each such award is hereby amended, as applicable, to include the retirement vesting provisions previously included in similarly dated awards granted to the other Company Officers. More specifically, for the avoidance of doubt, the amended provisions provide for accelerated vesting of outstanding equity awards upon retirement and extend the right to exercise options through the original expiration date (excluding grants made during the 2-year period preceding retirement).

The Compensation Committee of the Board of Directors of the Company has authorized the Company to enter into formal amendments of each such award to further implement the foregoing.