FilingIndex
8-KThe WireRoutine

Shareholder Vote

Filed May 9, 2024 · 2y ago · Accession 0000313616-24-000133

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): May 7, 2024 __________________ 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, N.W.,   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 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 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Company’s annual meeting of shareholders was held on May 7, 2024. At the annual meeting, the Company’s shareholders voted on the following proposals: 1.    To elect the thirteen directors named in the Company’s proxy statement to terms expiring in 2025. Each nominee for director was elected by a vote of the shareholders as follows: For Against Abstain Broker Non-Votes Rainer M. Blair 617,006,356  13,153,236  646,691  33,025,986  Feroz Dewan 617,006,321  12,629,522  1,170,440  33,025,986  Linda Filler 561,873,256  68,221,238  711,789  33,025,986  Teri List 489,612,702  140,186,350  1,007,231  33,025,986  Jessica L. Mega, MD, MPH 620,823,514  9,340,678  642,091  33,025,986  Mitchell P. Rales 595,648,504  34,352,691  805,088  33,025,986  Steven M. Rales 590,591,256  39,582,134  632,893  33,025,986  Pardis C. Sabeti, MD, D. Phil 593,094,641  37,057,769  653,873  33,025,986  A. Shane Sanders 497,919,918  131,876,005  1,010,360  33,025,986  John T. Schwieters 465,914,759  163,630,380  1,261,144  33,025,986  Alan G. Spoon 541,141,424  88,988,855  676,004  33,025,986  Raymond C. Stevens, PhD 499,219,288  130,608,366  978,629  33,025,986  Elias A. Zerhouni, MD 599,902,732  29,752,439  1,151,112  33,025,986  2.    To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024. The proposal was approved by a vote of shareholders as follows: For 626,995,788  Against 35,879,628  Abstain 956,853  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 586,649,118  Against 41,950,464  Abstain 2,206,701  Broker Non-Votes 33,025,986  4.    To act upon a shareholder proposal requesting that Danaher amend its governing documents to reduce the percentage of shares required for shareholders to call a special meeting of shareholders from 25% to 15%. The proposal was rejected by a vote of shareholders as follows: For 271,920,031  Against 357,574,684  Abstain 1,311,568  Broker Non-Votes 33,025,986  5.    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 88,078,310  Against 537,661,613  Abstain 5,066,360  Broker Non-Votes 33,025,986  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: May 8, 2024 By: /s/ James F. O'Reilly James F. O'Reilly Senior Vice President, Deputy General Counsel and Secretary
Filing details
Ticker
DHR
CIK
313616
Form type
8-K
Filing date
May 9, 2024
Report date
May 7, 2024
Document
dhr-20240507.htm
Size
297 KB