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Executive Change

Filed Jun 29, 2022 · 4y ago · Accession 0000313616-22-000158

Plain English

Material event — a significant development the company must disclose promptly.

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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): June 27, 2022 __________________ DANAHER CORPORATION (Exact Name of Registrant as Specified in Its Charter) __________________ Delaware 001-08089 59-1995548 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 2200 Pennsylvania Avenue, NW 20037-1701 Suite 800W Washington, DC (Address of Principal Executive Offices)   (Zip Code) 202 - 828-0850 (Registrant’s Telephone Number, Including Area Code) Not applicable (Former Name or Former Address, if Changed Since Last Report) __________________ 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, $0.01 par value DHR New York Stock Exchange 5.00% Mandatory Convertible Preferred Stock, Series B, without par value DHR.PRB New York Stock Exchange Floating Rate Senior Notes due 2022 DHR/22A New York Stock Exchange 1.700% Senior Notes due 2024 DHR 24 New York Stock Exchange 0.200% Senior Notes due 2026 DHR/26 New York Stock Exchange 2.100% Senior Notes due 2026 DHR 26 New York Stock Exchange 1.200% Senior Notes due 2027 DHR/27 New York Stock Exchange 0.450% Senior Notes due 2028 DHR/28 New York Stock Exchange 2.500% Senior Notes due 2030 DHR 30 New York Stock Exchange 0.750% Senior Notes due 2031 DHR/31 New York Stock Exchange 1.350% Senior Notes due 2039 DHR/39 New York Stock Exchange 1.800% Senior Notes due 2049 DHR/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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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     On June 27, 2022, the Board of Directors (“Board”) of Danaher Corporation (“Danaher”) increased the size of Danaher’s Board from thirteen to fourteen members and appointed Feroz Dewan to the Board to fill the newly-created vacancy, with a term expiring at Danaher’s 2023 annual meeting of shareholders. Mr. Dewan was also appointed to the Science & Technology Committee of the Board. As a non-employee director, Mr. Dewan will receive the same compensation paid to the other non-employee directors of Danaher as disclosed in Exhibit 10.22 to Danaher’s Annual Report on Form 10-K for the year ended December 31, 2021 (which exhibit is incorporated by reference herein) including without limitation an annual equity award. Mr. Dewan has also entered into a director indemnification agreement with Danaher, the form of which is disclosed as Exhibit 10.26 to Danaher’s Annual Report on Form 10-K for the year ended December 31, 2021 and which is incorporated by reference herein. In connection with this appointment, the Board also determined that Mr. Dewan is independent within the meaning of the listing standards of the New York Stock Exchange. There is no arrangement or understanding between Mr. Dewan and any other person pursuant to which he was selected as a director of Danaher. There are no transactions in which Mr. Dewan has an interest requiring disclosure under Item 404(a) of Regulation S-K. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits: Exhibit No.    Description 104 Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101) 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. DANAHER CORPORATION Date: June 28, 2022 By: /s/ James F. O’Reilly James F. O’Reilly Vice President, Deputy General Counsel and Secretary
Filing details
Ticker
DHR
CIK
313616
Form type
8-K
Filing date
Jun 29, 2022
Report date
Jun 27, 2022
Document
dhr-20220627.htm
Size
351 KB