Danaher Corporation (NYSE:DHR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
ITEM5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS
2007 Omnibus Incentive Plan
On May9, 2017, at the annual meeting of shareholders of Danaher
Corporation (the Company), the Companys shareholders approved
certain amendments (the Omnibus Plan Amendment) to the Companys
2007 Stock Incentive Plan (now known as the 2007 Omnibus
Incentive Plan, the Omnibus Plan) and re-approved the material
terms of the performance goals under the Omnibus Plan for
purposes of Section162(m) (Section 162(m)) of the Internal
Revenue Code. Following is a brief description of the Omnibus
Plan Amendment. The description is qualified in its entirety by
reference to the amended 2007 Omnibus Incentive Plan referenced
as Exhibit10.1 hereto and incorporated by reference herein. The
Omnibus Plan Amendment:
|
increases the plan share reserve by 51,000,000 shares of Company Common Stock; |
|
transitions the plan from a sublimit on the number of shares that may be granted to full-value awards to a fungible share reserve that counts grants of full-value awards against the share reserve at a ratio of 3.56:1 (such that (1)each share of Common Stock subject to any award other than an option or SAR (full value award) and granted before February28, 2017 counts against the maximum share limit as one share of Common Stock, (2)each share of Common Stock subject to a full value award and granted after February28, 2017 counts against the maximum share limit as 3.56 shares of Common Stock, and (3)if after February28, 2017 any full value award expires, is canceled, forfeited, cash-settled, exchanged or assumed by a third party or terminates for any other reason, in each case without a distribution of shares of Common Stock to the participant, each share of Common Stock available under that award is added back to the maximum share limit as 3.56 shares of Common Stock); |
|
provides for cash-based awards (subject to an annual limit of $10million (which amount is doubled in the initial year of hire) per employee participant) and re-titles the plan the 2007 Omnibus Incentive Plan; |
|
reduces the annual cap on the number of shares of Common Stock that may be awarded to any individual (1)under options or SARs to 1,000,000, and (2)under any other type of award intended to be qualified performance based compensation under Section162(m) to 500,000, provided that these caps are doubled in the initial year of hire; |
| extends the Plan term to May9, 2027; |
|
implements an $800,000 cap ($1,300,000 for any non-management Board chair or vice chair (or similar role)) on the annual cash and equity compensation (based on grant date fair value) that may be awarded to any individual, non-management director; |
|
provides for dividends or dividend equivalents to be paid on awards other than options and SARs, if so provided by the Compensation Committee (the Committee), but subject to any time-based or performance-based vesting conditions applicable to the underlying award; |
|
updates the tax withholding provision and permits tax withholding at any rate that would not cause adverse accounting consequences for the Company and is permitted under applicable rules of the IRS or other applicable regulatory entity; |
|
modifies the definition of Substantial Corporate Change to (1)refer to the acquisition by a person, entity or group of more than 50% of the Companys shares by voting power (in place of the prior standard of 50%), and (2)add a provision relating to the turnover of a majority of the Companys Board members, subject to certain exceptions (provided that notwithstanding this modification, the Board still retains discretion whether or not to cash-out or accelerate the vesting of any equity awards upon a Substantial Corporate Change); |
|
updates the list of permissible performance criteria and eliminates the provision requiring that 162(m)-compliant performance-based awards be subject to an incremental performance requirement (in addition to the primary performance requirement) of four quarters of positive net income following grant date; |
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with respect to all equity awards granted following the date of the Companys 2017 annual meeting, implements a minimum one-year vesting or performance requirement (in place of the prior minimum vesting requirements of one-year for performance-based awards and three-years for non-performance-based awards), while retaining the existing exception for up to 5% of the maximum share limit and the existing exceptions relating to death, disability, retirement, other terminations of employment and any substantial corporate change; |
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in addition to the existing prohibitions on repricing of awards and cancelling underwater options or stock appreciation rights (SARs) for cash, prohibits the cancellation of any outstanding option or SAR in exchange for an option or SAR with an exercise price that is less than the exercise price of the original option or SAR (except upon a substantial corporate change or change in the Companys capital structure); |
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conforms the definition of disability to the definition used in the Companys 2007 Executive Incentive Compensation Plan; |
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adds a provision requiring participants to waive a jury trial with respect to disputes under the plan and eliminating liability for good faith actions by directors in respect of the plan; |
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updates the language relating to the requirements of Section409A of the Internal Revenue Code (Section 409A); |
|
modifies the provisions relating to termination for gross misconduct to make them applicable at the administrators discretion; and |
| implements certain other ministerial and clarifying changes. |
2007 Executive Incentive Compensation Plan
On May9, 2017, at the Companys annual meeting of shareholders,
the Companys shareholders approved certain amendments (the EIC
Plan Amendment) to the Companys 2007 Executive Incentive
Compensation Plan (the EIC Plan) and re-approved the material
terms of the performance goals under the EIC Plan for purposes of
Section162(m). Following is a brief description of the EIC Plan
Amendment. The description is qualified in its entirety by
reference to the amended 2007 Executive Incentive Compensation
Plan referenced as Exhibit 10.2 hereto and incorporated by
reference herein.
The plan previously identified a list of business criteria that
the Committee could use to establish performance goals under the
plan, as well as the maximum dollar amount that could be paid to
each plan participant with respect to a performance period. The
EIC Plan Amendment substitutes for these terms a specific
performance formula that determines the maximum award amount
payable to each plan participant with respect to a performance
period. Under the revised plan, for any twelve-month performance
period, the maximum award payable to (1)a participant serving as
Chief Executive Officer of the Company equals 0.5% of the
Companys operating profit for such performance period as
determined under GAAP, or (2)any other participant equals 0.25%
of the Companys operating profit for such performance period as
determined under GAAP (or in each case a proportionate amount for
a performance period longer or shorter than twelve months),
subject in each case to the Committees exercise of negative
discretion (which are adjustments that eliminate or reduce (but
not increase) an award otherwise payable to a participant for a
performance period). The EIC Plan Amendment also:
|
adds a requirement that a participant must remain employed through the end of the performance period to be eligible for an award for such performance period; |
|
adds a provision requiring participants to waive a jury trial with respect to disputes under the plan; |
|
updates the language relating to the requirements of Section409A; and |
| implements certain other ministerial and clarifying changes. |
| ITEM5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
The Companys annual meeting of shareholders was held on May9,
2017.At the annual meeting, the Companys shareholders voted on
the following proposals:
1. To elect the twelve directors named in the Companys proxy
statement to terms expiring in 2018.Each nominee for director was
elected by a vote of the shareholders as follows:
| For | Against | Abstain | BrokerNon-Votes | |||||||||||||
|
Donald J. Ehrlich |
443,992,344 | 139,014,114 | 1,629,823 | 36,253,533 | ||||||||||||
|
Linda Hefner Filler |
566,885,125 | 17,450,978 | 296,978 | 36,253,533 | ||||||||||||
|
Robert J. Hugin |
543,733,992 | 40,583,383 | 318,906 | 36,253,533 | ||||||||||||
|
Thomas P. Joyce, Jr. |
578,306,284 | 6,028,461 | 301,536 | 36,253,533 | ||||||||||||
|
Teri List-Stoll |
462,612,088 | 121,721,752 | 302,441 | 36,253,533 | ||||||||||||
|
Walter G. Lohr, Jr. |
553,682,970 | 29,358,984 | 1,594,327 | 36,253,533 | ||||||||||||
|
Mitchell P. Rales |
563,889,162 | 20,437,647 | 309,472 | 36,253,533 | ||||||||||||
|
Steven M. Rales |
565,719,453 | 18,604,817 | 312,011 | 36,253,533 | ||||||||||||
|
John T. Schwieters |
457,377,039 | 126,933,807 | 325,435 | 36,253,533 | ||||||||||||
|
Alan G. Spoon |
513,213,893 | 69,788,036 | 1,634,352 | 36,253,533 | ||||||||||||
|
Raymond C. Stevens, Ph.D. |
583,687,219 | 657,410 | 291,652 | 36,253,533 | ||||||||||||
|
Elias A. Zerhouni, M.D. |
578,245,753 | 6,078,740 | 311,788 | 36,253,533 |
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
shareholders as follows:
|
For |
613,948,942 | |||
|
Against |
6,644,383 | |||
|
Abstain |
293,689 |
3. To approve certain amendments to Danahers 2007 Stock Incentive
Plan and the material terms of the performance goals under the
plan. The proposal was approved by a vote of shareholders as
follows:
|
For |
531,443,289 | |||
|
Against |
52,495,879 | |||
|
Abstain |
697,113 | |||
|
Broker Non-Votes |
36,253,533 |
4. To approve certain amendments to Danahers 2007 Executive
Incentive Compensation Plan and the material terms of the
performance goals under the plan. The proposal was approved by a
vote of shareholders as follows:
|
For |
563,667,516 | |||
|
Against |
20,268,599 | |||
|
Abstain |
700,166 | |||
|
Broker Non-Votes |
36,253,533 |
5. To approve on an advisory basis the Companys named executive
officer compensation. The proposal was approved by a vote of
shareholders as follows:
|
For |
566,710,740 | |||
|
Against |
17,238,330 | |||
|
Abstain |
687,211 | |||
|
Broker Non-Votes |
36,253,533 |
6. To hold an advisory vote relating to the frequency of future
shareholder advisory votes on the Companys named executive
officer compensation. The Companys shareholders voted as follows
on this proposal:
|
One Year |
542,599,900 | |||
|
Two Years |
714,852 | |||
|
Three Years |
40,663,366 | |||
|
Abstain |
658,095 | |||
|
Broker Non-Votes |
36,253,533 |
7. To act upon a shareholder proposal requesting that Danaher
adopt and report on goals to reduce greenhouse gas emissions. The
proposal was rejected by a vote of shareholders as follows:
|
For |
171,943,340 | |||
|
Against |
400,148,262 | |||
|
Abstain |
12,544,679 | |||
|
Broker Non-Votes |
36,253,533 |
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 Companys named
executive officer compensation.
| ITEM9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
| (d) | Exhibits: |
|
Exhibit Number |
Description |
|||
| 10.1 | 2007 Omnibus Incentive Plan |
Incorporated by reference from Appendix A to Danaher Corporations Proxy Statement on Schedule 14A filed on March31, 2017 (Commission File Number: 1-8089) |
||
| 10.2 | 2007 Executive Incentive Compensation Plan |
Incorporated by reference from Appendix B to Danaher Corporations Proxy Statement on Schedule 14A filed on March31, 2017 (Commission File Number: 1-8089) |
About Danaher Corporation (NYSE:DHR)
Danaher Corporation designs, manufactures and markets professional, medical, industrial and commercial products and services. The Company operates in five segments: Test & Measurement; Environmental; Life Sciences & Diagnostics; Dental, and Industrial Technologies. Its Test & Measurement segment offers products, software and services. Its Environmental segment products and services help protect the water supply, enhance the safety of personal data and improve business efficiencies. In the Life Sciences & Diagnostics segment, its diagnostics business offers analytical instruments, reagents, consumables, software and services. Its life sciences business offers research tools. Its Dental segment provides products that are used to diagnose, treat and prevent disease and ailments of the teeth, gums and supporting bone. Its Industrial Technologies segment solutions help protect the world’s food supply, improve packaging design and quality, and verify pharmaceutical dosages. Danaher Corporation (NYSE:DHR) Recent Trading Information
Danaher Corporation (NYSE:DHR) closed its last trading session down -0.43 at 82.78 with 1,748,962 shares trading hands.