(d) On February 28, 2017, by vote of the Board of Directors of
Thermo Fisher Scientific Inc. (the Company), Dion J. Weisler was
elected a director of the Company, effective March 1, 2017, for a
term expiring at the 2017 annual meeting. Mr. Weisler was appointed
to the boards Audit Committee. Mr. Weisler has served as President
and Chief Executive Officer of HP Inc. since November 2015. In
connection with his service as a director, Mr. Weisler will be
entitled to receive the Companys previously disclosed standard
agreements and arrangements for non-employee directors as described
in Exhibit 10.7 to the Company’s annual report on Form 10-K for
the year ended December 31, 2016, which was filed with the SEC on
February 28, 2017 (File No. 001-08002), and will enter into the
Companys standard form of indemnification agreement, which was
filed as Exhibit 10.2 to the Companys Registration Statement on
Form S-4 (Reg. No. 333-90661).

(e) Compensatory Arrangements of Certain Officers

On February 28, 2017, the Compensation Committee of the Board of
Directors (the Compensation Committee) of the Company took the
following actions relating to executive compensation:

Annual Cash Incentive Plans – Approval of Payout of Cash Bonuses
for 2016.>>The Compensation Committee approved the payout of
cash bonuses for 2016 to the Companys executive officers including
Marc N. Casper, President and Chief Executive Officer, Stephen
Williamson, Senior Vice President and Chief Financial Officer, Mark
P. Stevenson, Executive Vice President, Peter M. Wilver, Executive
Vice President and Chief Administrative Officer and Thomas W.
Loewald, Senior Vice President and Chief Commercial Officer under
the Companys 2013 Annual Incentive Award Plan (the 162(m) Plan),
which was approved by the stockholders of the Company at its 2013
Annual Meeting of Stockholders. The Compensation Committee
exercised its discretion to lower the amount of the cash bonuses
payable under the 162(m) Plan based on its determinations as to the
level of achievement of the applicable supplemental performance
metrics and goals for 2016 under the Companys annual cash incentive
program, which operates in connection with the 162(m) Plan. The
amount of cash bonuses approved by the Compensation Committee is
set forth in the table below. Payouts under the supplemental bonus
plan for 2016, which allowed executives an opportunity to achieve
up to an additional 20% of target bonus and would be achieved if
the Company attains certain adjusted operating income dollar goals,
are included in the cash bonus numbers below.

Annual Cash Incentive Plans – Establishment of Criteria for 2017
Bonus.>>The Compensation Committee established the
performance goal under the 162(m) Plan for 2017 as earnings before
interest, taxes and amortization, excluding the impact of (i)
extraordinary items and any other unusual or non-recurring items,
(ii) discontinued operations, (iii) gains or losses on the
dispositions of discontinued operations, (iv) the cumulative
effects of changes in accounting principles, (v) the writedown of
any asset, (vi) charges for restructuring and rationalization
programs, (vii) other non-cash charges or items, (viii) gains or
losses related to financing activities, (ix) the effect of
acquisitions, or (x) gains or losses as a result of foreign
currency conversions or fluctuations in foreign currency exchange
rates, and certain other unusual or nonrecurring items (Adjusted
Operating Income); and determined the percentage of Adjusted
Operating Income that each executive officer is entitled to receive
as a cash bonus for 2017 under the Plan, subject to the
Compensation Committees right to lower, but not raise, the actual
cash bonus to be paid to such officer for the year. The
Compensation Committees determination as to whether to lower the

actual cash bonus to be paid is generally based on the results of
its determinations under the Companys annual cash incentive program
for that year (which is described in the next paragraph).

The Compensation Committee also established a target cash bonus
amount for each of such executive officers as well as supplemental
performance metrics and goals for the Company under the Companys
annual cash incentive program for 2017. The target amount for each
of such executive, which is a percentage of base salary (ranging
from 45% to 200%), was determined by the Compensation Committee
based on the salary level and position of such executive within the
Company. The supplemental performance metrics and goals are based
on (a) (70%) financial measures for the Company, comprised of (i)
growth in revenue (adjusted for the impact of acquisitions and
divestitures and for foreign currency changes) (35%), (ii) earnings
(adjusted for restructuring charges and certain other items of
income or expense) before interest, taxes and amortization as a
percentage of revenue at varying percentages of organic revenue
growth (15%), (iii) earnings (adjusted for restructuring charges
and certain other items of income or expense) per share (15%) and
(iv) operating cash flow (adjusted for capital expenditures and
operating cash flows from discontinued operations) (5%) and (b)
(30%) non-financial measures of such executives contributions to
the achievement of certain business objectives of the Company. For
each of the financial measures, the Companys actual performance
will be measured relative to the Companys internal operating plan
for 2017. After giving effect to the weighting of the supplemental
performance metrics and individual performance, a range of
performance for the financial and non-financial measures,
corresponding to a multiplier of 0 to 2, will be applied to the
target cash bonus amounts.

Base Salary – Approval of Increases.>>Effective March 27,
2017, the Compensation Committee set the annual base salary of
certain executives as set forth below.

Revised Target Bonus for 2017.>>The Compensation Committee
also set the annual target cash bonus amounts, expressed as a
percentage of annual base salary of such executives as set forth
below.

* As Mr. Wilver will be retiring from the Company in March 2017, he
will not be eligible to receive a bonus for 2017.

Restricted Stock Units.>>The Compensation Committee granted
time-based restricted stock units to Messrs. Casper, Williamson,
Stevenson and Loewald, under the Companys 2013 Stock Incentive
Plan. The time-based restricted stock unit grant to Mr. Casper is
evidenced by the Companys standard form of Restricted Stock Unit
Agreement with Marc Casper, a copy of which is on file with the
SEC, and the time-based restricted stock unit grants to Messrs.
Williamson, Stevenson and Loewald are evidenced by the Companys
standard form of Restricted Stock Unit Agreement (for named
executive officers other than

Mr. Casper), a copy of which is on file with the SEC. These
restricted stock units vest as follows: 15%, 25%, 30% and 30%
vesting on the dates six months, eighteen months, thirty months and
forty-two months from the date of grant, respectively, so long as
the executive officer is employed by the Company on each such date
(subject to certain exceptions).

The Committee also granted performance-based restricted stock units
to Messrs. Casper, Williamson, Stevenson and Loewald, under the
Companys 2013 Stock Incentive Plan. The performance-based
restricted stock unit grant to Mr. Casper is evidenced by the
Companys standard form of Performance Restricted Stock Unit
Agreement between the Company and Marc Casper, a copy of which is
filed with the SEC, and the performance-based restricted stock
units to Messrs. Williamson, Stevenson and Loewald are evidenced by
the Companys standard form of Performance Restricted Stock Unit
Agreement (for named executive officers other than Mr. Casper), a
copy of which is on file with the SEC. In connection with the award
of performance-based restricted stock units, the Compensation
Committee adopted as performance goals the measures organic revenue
growth and adjusted earnings per share for 2017. For each of the
performance goals, the Companys actual performance will be measured
relative to the Companys internal operating plan for 2017. The
vesting of the performance-based restricted stock units for Messrs.
Casper, Williamson, Stevenson and Loewald is as follows: 1/3 on the
date the Compensation Committee certifies that the performance
goals related to the Companys organic revenue growth and adjusted
earnings per share have been achieved (the Performance
Certification Date), 1/3 on the one-year anniversary of the
Performance Certification Date, and 1/3 on the two-year anniversary
of the Performance Certification Date (subject to certain
exceptions).

Stock Options.>>The Compensation Committee also granted stock
options to Messrs. Casper, Williamson, Stevenson and Loewald, under
the Companys 2013 Stock Incentive Plan. The stock option grant to
Mr. Casper is evidenced by the Companys standard form of Stock
Option Agreement with Marc Casper, a copy of which is on file with
the SEC, and stock option grants to Messrs. Williamson, Stevenson
and Loewald are evidenced by the Companys standard form of Stock
Option Agreement (for officers other than Marc Casper), a copy of
which is on file with the SEC. The options (a) vest in equal annual
installments over the four-year period commencing on the first
anniversary of the date of grant (i.e., the first 1/4 of the stock
option grant would vest on the first anniversary of the date of
grant) so long as the executive officer is employed by the Company
on each such date (subject to certain exceptions), (b) have an
exercise price equal to the closing price of the Companys common
stock on the New York Stock Exchange on the date of grant, and (c)
have a term of 7 years from such date.

The restricted stock unit and stock option grants approved by the
Compensation Committee for such executive officers are set forth
below. As Mr. Wilver will be retiring from the Company in March
2017, he did not receive an equity award.

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change
in Fiscal Year.

Effective March 1, 2017, the Board of Directors of the Company
amended and restated the Companys By-Laws (as so amended and
restated, the By-Laws) to implement proxy access. The By-Laws
include a new Article I, Section 10 that permits a stockholder, or
a group of up to twenty stockholders, that has continuously owned
for at least three years an amount of shares that constitutes at
least three percent of the Companys outstanding shares of common
stock as of the date of notice to have qualifying nominees included
in the Companys proxy materials. Such nominating stockholder or
group of stockholders may include in the Companys annual meeting
proxy materials a number of director nominees up to the greater of
(i) two or (ii) twenty percent of the Board, provided that the
stockholder(s) and nominee(s) satisfy the requirements specified in
the By-Laws. Written notice of the nomination(s) must be submitted
to the Secretary of the Company at its principal executive offices
no less than 120 days nor more than 150 days prior to the date of
the anniversary of the prior years annual meeting of stockholders.

The amendments also include certain ministerial, clarifying and
conforming changes, including to Article I, Section 9.

The foregoing description is qualified in its entirety by reference
to the full text of the By-Laws, a copy of which is attached hereto
as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

See Exhibit Index attached hereto.