Results of Operations · Shareholder Vote

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 9, 2023 __________________ 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 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 2.02 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR. On May 9, 2023, Danaher Corporation (“Danaher”) filed a Certificate of Elimination with respect to the Company’s 4.75% Series A Mandatory Convertible Preferred Stock (the “Series A Preferred Stock”) and the Company’s 5.00% Series B Mandatory Convertible Preferred Stock (the “Series B Preferred Stock” and together with the Series A Preferred Stock, the “Preferred Stock”), which upon filing with the Secretary of State of the State of Delaware (“Delaware Secretary”), eliminated from the Restated Certificate of Incorporation, as heretofore amended, all matters set forth in the Certificate of Designations with respect to the Series A Preferred Stock filed with the Delaware Secretary on February 28, 2019 and the Certificate of Designations with respect to the Series B Preferred Stock filed with the Delaware Secretary on May 11, 2020. Following the mandatory conversion of the outstanding shares of the Series A Preferred Stock on April 15, 2022 and the outstanding shares of the Series B Preferred Stock on April 17, 2023, there were no outstanding shares of the Preferred Stock. A copy of the Certificate of Elimination relating to the Preferred Stock is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS     The Company’s annual meeting of shareholders was held on May 9, 2023. At the annual meeting, the Company’s shareholders voted on the following proposals: 1.    To elect the fourteen directors named in the Company’s proxy statement to terms expiring in 2024. Each nominee for director was elected by a vote of the shareholders as follows: For Against Abstain Broker Non-Votes Rainer M. Blair 611,495,206  8,477,626  584,736  33,653,892  Feroz Dewan 611,422,260  8,525,436  609,872  33,653,892  Linda Filler 547,198,114  71,820,943  1,538,511  33,653,892  Teri List 445,387,064  174,590,040  580,464  33,653,892  Walter G. Lohr, Jr. 568,952,661  51,010,966  593,941  33,653,892  Jessica L. Mega, MD, MPH 612,490,032  7,487,224  580,312  33,653,892  Mitchell P. Rales 595,480,683  24,351,520  725,365  33,653,892  Steven M. Rales 601,399,773  18,567,920  589,875  33,653,892  Pardis C. Sabeti, MD, D. Phil 605,695,033  14,259,949  602,586  33,653,892  A. Shane Sanders 463,901,122  156,051,488  604,958  33,653,892  John T. Schwieters 428,128,701  190,873,326  1,555,541  33,653,892  Alan G. Spoon 535,224,853  84,736,149  596,566  33,653,892  Raymond C. Stevens, PhD 466,068,299  153,892,202  597,067  33,653,892  Elias A. Zerhouni, MD 591,338,842  28,622,621  596,105  33,653,892  2.    To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. The proposal was approved by a vote of shareholders as follows: For 625,228,005  Against 28,119,329  Abstain 864,126  3.    To approve on an advisory basis the Company’s named executive officer compensation. The proposal was approved by a vote of shareholders as follows: For 587,524,847  Against 31,456,091  Abstain 1,576,630  Broker Non-Votes 33,653,892  4.    To hold an advisory vote relating to the frequency of future shareholder advisory votes on the Company’s named executive officer compensation. The Company’s shareholders voted as follows on this proposal: One Year 613,562,329  Two Years 680,368  Three Years 5,693,280  Abstain 621,591  Broker Non-Votes 33,653,892  Based on the voting results set forth above, the Company has adopted a policy to hold an annual advisory vote on named executive officer compensation until the next required vote on the frequency of shareholder advisory votes on the Company’s named executive officer compensation. 5.    To act upon a shareholder proposal requesting adoption of a policy separating the Chair and CEO roles and requiring an independent Board Chair whenever possible. The proposal was rejected by a vote of shareholders as follows: For 237,279,981  Against 382,087,608  Abstain 1,189,979  Broker Non-Votes 33,653,892  6.    To act upon a shareholder proposal requesting a report to shareholders on the effectiveness of the Company’s diversity, equity and inclusion efforts. The proposal was rejected by a vote of shareholders as follows: For 98,910,548  Against 515,382,635  Abstain 6,264,385  Broker Non-Votes 33,653,892  ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits: Exhibit No.    Description 3.1 Certificate of Elimination relating to the Preferred Stock 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: May 11, 2023 By: /s/ James F. O’Reilly James F. O’Reilly Vice President, Deputy General Counsel and Secretary