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): February 23, 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 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 23, 2022, the Board of Directors of Thermo Fisher Scientific Inc. (the “Company”) increased the size of its board to thirteen members and elected Ruby R. Chandy as a director of the Company for a term expiring at the Company’s 2022 annual meeting, both effective as of March 1, 2022. Ms. Chandy will serve on the Audit Committee of the Board.

Ms. Chandy was the president of the Industrial Division of Pall Corporation, a leading supplier of filtration, separation, and purification technologies. Previously, Ms. Chandy was chief marketing officer at the Dow Chemical Company and Rohm and Haas Corporation. Ms. Chandy currently serves on the board of directors of DuPont de Nemours, Inc. and Flowserve Corporation. She also serves on the Advisory Board of Pritzker Private Capital, the MIT Sloan Americas Executive Board and is a mentor-in-residence at the University of Pennsylvania Penn Center for Innovation (PCI).

In connection with her service as a director, Ms. Chandy will be entitled to receive the Company’s standard agreements and arrangements for non-employee directors, a description of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference, and will enter into the Company’s standard form of indemnification agreement, which was filed as Exhibit 10.2 to the Company’s Registration Statement on Form S-4 (Reg. No. 333-90661).

Also on February 23, 2022, Thomas J. Lynch, who has served as a director of the Company since 2009, and as Lead Director since 2020, advised the Board that he plans to retire from the Board when his current term as a director expires at the 2022 annual meeting. Mr. Lynch’s decision was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Company expects that the Board will be decreased in size to twelve upon the election of directors at the 2022 annual meeting.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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.

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Document

Exhibit 10.1

Effective as of 5/19/2021

SUMMARY OF ANNUAL NON-MANAGEMENT DIRECTOR COMPENSATION