Fortive Corporation (NYSE:FTV) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item5.03

At the 2017 Annual Meeting of Shareholders (the Annual Meeting)
of Fortive Corporation (the Company) held on June6, 2017, the
Companys stockholders approved a proposal to amend the Companys
Amended and Restated Certificate of Incorporation (the
Declassification Amendment) (i) to declassify the Board of
Directors of the Company beginning with the 2019 Annual Meeting
of Shareholders of the Company, with directors elected to a
one-year term
following the expiration of the directors existing terms and with
annual election of all directors beginning at the 2021 Annual
Meeting of Shareholders of the Company and (ii)to provide that,
once the Board of Directors is fully declassified as of the 2021
Annual Meeting of Shareholders, directors of the Company may be
removed with or without cause instead of only with cause. In
addition, to implement the Declassification Amendment, the Board
of Directors approved a corresponding amendment to the Companys
Amended and Restated Bylaws (the Bylaw Amendment), contingent
upon stockholder approval of the Declassification Amendment at
the Annual Meeting.

The Amended and
Restated Certificate of Incorporation of the Company was further
amended and restated to incorporate the Declassification
Amendment (the New COI), which New COI was filed with the
Secretary of State of the State of Delaware and became effective
on June7, 2017.

The Amended and
Restated Bylaws of the Company were further amended and restated
to incorporate the Bylaw Amendment (the New Bylaws), which New
Bylaws became effective upon the effectiveness of the New COI on
June7, 2017.

The foregoing
description is qualified in its entirety by reference to the text
of the New COI and the New Bylaws attached hereto as Exhibit 3.1
and Exhibit 3.2, respectively, to this Current Report.

At the Annual
Meeting held on June6, 2017, the Companys stockholders voted on
the following five proposals:

Proposal
1: To elect Ms.Kate Mitchell and Mr.Israel Ruiz to serve as
ClassI Directors of the Company, each for a three-year term
expiring at the 2020 Annual Meeting of Shareholders of the
Company and until their successors are elected and qualified.Each
of Ms.Mitchell and Mr.Ruiz was elected as a ClassI Director by a
vote of the stockholders as follows:

Proposal
2: To ratify the selection of Ernst Young LLP as the
Companys independent registered public accounting firm for the
year ending December31, 2017. The proposal was approved by a vote
of the stockholders as follows:

Proposal
3: To approve on an advisory basis the Companys named
executive officer compensation. The proposal was approved by a
vote of the stockholders as follows:

Proposal
4: To hold an advisory vote relating to the frequency of
future shareholder advisory votes on the Companys named executive
officer compensation. The Companys stockholders voted as follows
on this proposal:

Based on the
voting results set forth above with respect to Proposal 4 and
consistent with the Boards prior recommendation, the Board of
Directors has adopted a policy to hold an annual advisory vote on
named executive officer compensation until the next required vote
on the frequency of future shareholder advisory votes on the
Companys named executive officer compensation.

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Proposal
5: To approve an amendment to the Companys Amended and
Restated Certificate of Incorporation to declassify the Board of
Directors to provide for the annual election of directors. The
proposal was approved by a vote of the stockholders as
follows:

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About Fortive Corporation (NYSE:FTV)

Fortive Corporation is an industrial growth company. The Company designs, develops, manufactures and markets professional and engineered products, software and services. It operates through two segments: Professional Instrumentation and Industrial Technologies. The Professional Instrumentation segment consists of its Advanced Instrumentation & Solutions, and Sensing Technologies businesses. The Advanced Instrumentation & Solutions business consists of field solutions products and product realization services and products. The Industrial Technologies segment consists of its Transportation Technologies, Automation & Specialty Components, and Franchise Distribution businesses. Its industrial technologies businesses deliver technical equipment, components, software and services for the manufacturing, repair and transportation markets. Its brands operate in field instrumentation, transportation, sensing, product realization, and automation and specialty, among others.