8-KThe WireRoutine
Shareholder Vote
Filed May 28, 2025 · 1y ago · Accession 0000097745-25-000069
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗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 21, 2025
THERMO FISHER SCIENTIFIC INC.
(Exact name of Registrant as specified in its Charter)
Delaware 1-8002 04-2209186
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)
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
3.200% Notes due 2026 TMO 26B 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
3.650% Notes due 2034 TMO 34 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 (§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 5.07 Submission of Matters to a Vote of Security Holders
At the Annual Meeting held on May 21, 2025, the shareholders 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 2026 annual meeting of shareholders.
For Against Abstain Broker Non-Votes
Marc N. Casper 288,144,302 25,678,666 2,486,405 18,072,525
Nelson J. Chai 296,784,356 18,421,795 1,103,222 18,072,525
Ruby R. Chandy
313,439,920 2,495,128 374,325 18,072,525
C. Martin Harris 297,504,154 18,426,884 378,335 18,072,525
Tyler Jacks 309,910,625 6,020,753 377,995 18,072,525
Jennifer M. Johnson
309,171,010 6,591,555 546,808 18,072,525
R. Alexandra Keith 309,795,805 5,979,780 533,788 18,072,525
Karen S. Lynch 315,639,296 295,640 374,437 18,072,525
James C. Mullen 309,634,753 6,294,017 380,603 18,072,525
Debora L. Spar 315,509,501 426,032 373,840 18,072,525
Scott M. Sperling 297,998,762 17,930,767 379,844 18,072,525
Dion J. Weisler 274,603,443 41,325,407 380,523 18,072,525
2. A non-binding, advisory proposal on the compensation of the Company’s named executive officers was not approved.
For Against Abstain Broker Non-Votes
111,099,532 201,378,177 3,831,664 18,072,525
3. The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2025 was ratified.
For Against Abstain
295,910,313 38,096,113 375,472
4. The shareholder proposal to remove the one year holding period requirement to call a special meeting was not approved.
For Against Abstain Broker Non-Votes
25,723,747 289,719,925 865,701 18,072,525
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.
THERMO FISHER SCIENTIFIC INC.
Date: May 28, 2025 By: /s/ Michael A. Boxer
Michael A. Boxer
Senior Vice President and General Counsel
Filing details
- Ticker
- TMO
- CIK
- 97745
- Form type
- 8-K
- Filing date
- May 28, 2025
- Report date
- May 21, 2025
- Document
- tmo-20250521.htm
- Size
- 304 KB