8-K
THERMO FISHER SCIENTIFIC INC. (TMO)
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 19, 2021
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 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 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 19, 2021, 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 2022 annual meeting of stockholders.
| For | Against | Abstain | Broker Non-Votes | |
|---|---|---|---|---|
| Marc N. Casper | 297,473,118 | 25,100,253 | 1,747,133 | 20,300,794 |
| Nelson J. Chai | 313,475,780 | 10,454,940 | 389,784 | 20,300,794 |
| C. Martin Harris | 305,227,206 | 18,708,884 | 384,414 | 20,300,794 |
| Tyler Jacks | 318,757,522 | 5,263,587 | 299,395 | 20,300,794 |
| R. Alexandra Keith | 323,196,263 | 852,319 | 271,922 | 20,300,794 |
| Thomas J. Lynch | 256,798,391 | 67,155,959 | 366,154 | 20,300,794 |
| Jim P. Manzi | 307,452,033 | 16,496,182 | 372,289 | 20,300,794 |
| James C. Mullen | 319,566,600 | 4,454,819 | 299,085 | 20,300,794 |
| Lars R. Sørensen | 294,710,279 | 28,020,158 | 1,590,067 | 20,300,794 |
| Debora L. Spar | 319,001,737 | 5,027,938 | 290,829 | 20,300,794 |
| Scott M. Sperling | 308,225,680 | 15,714,768 | 380,056 | 20,300,794 |
| Dion J. Weisler | 311,811,939 | 12,200,540 | 308,025 | 20,300,794 |
2. A non-binding, advisory proposal on the compensation of the Company’s named executive officers was approved.
| For: | 267,641,586 |
|---|---|
| Against: | 54,679,569 |
| Abstain: | 1,999,349 |
| Broker Non-Votes: | 20,300,794 |
3. The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2021 was ratified.
| For: | 334,470,701 |
|---|---|
| Against: | 9,826,248 |
| Abstain: | 324,349 |
4. A shareholder proposal regarding the right to call special meetings was approved.
| For: | 181,687,994 |
|---|---|
| Against: | 142,095,094 |
| Abstain: | 537,416 |
| Broker Non-Votes: | 20,300,794 |
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 20, 2021 | By: | /s/ Michael A. Boxer |
| Michael A. Boxer | |||
| Senior Vice President and General Counsel |
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