DANAHER CORPORATION | ||
(Exact Name of Registrant as Specified in Its Charter) |
Delaware | ||
(State or Other Jurisdiction of Incorporation) |
001-08089 | 59-1995548 | |
(Commission File Number) | (IRS Employer Identification No.) | |
2200 Pennsylvania Avenue, NW, Suite 800W, Washington, D.C. | 20037-1701 | |
(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) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Emerging growth company | o |
ITEM 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
1. | To elect the eleven directors named in the Company’s proxy statement to terms expiring in 2019. Each nominee for director was elected by a vote of the shareholders as follows: |
For | Against | Abstain | Broker Non-Votes | |
Donald J. Ehrlich | 446,096,260 | 136,526,980 | 197,348 | 39,213,810 |
Linda Hefner Filler | 541,986,811 | 40,668,671 | 165,106 | 39,213,810 |
Thomas P. Joyce, Jr. | 573,760,531 | 8,869,777 | 190,280 | 39,213,810 |
Teri List-Stoll | 466,979,303 | 115,657,619 | 183,666 | 39,213,810 |
Walter G. Lohr, Jr. | 544,198,003 | 38,435,449 | 187,136 | 39,213,810 |
Mitchell P. Rales | 552,479,541 | 30,152,411 | 188,636 | 39,213,810 |
Steven M. Rales | 562,557,150 | 19,064,816 | 1,198,622 | 39,213,810 |
John T. Schwieters | 458,681,034 | 123,934,290 | 205,264 | 39,213,810 |
Alan G. Spoon | 492,572,562 | 90,055,393 | 192,633 | 39,213,810 |
Raymond C. Stevens, Ph.D. | 579,182,519 | 3,450,241 | 187,828 | 39,213,810 |
Elias A. Zerhouni, M.D. | 571,623,306 | 11,001,113 | 196,169 | 39,213,810 |
2. | To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2018. The proposal was approved by a vote of shareholders as follows: |
For | 612,996,187 | |
Against | 8,721,695 | |
Abstain | 316,516 |
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 | 564,128,706 | |
Against | 17,889,691 | |
Abstain | 802,191 | |
Broker Non-Votes | 39,213,810 |
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 10%. The proposal was rejected by a vote of shareholders as follows: |
For | 257,846,298 | |
Against | 322,685,993 | |
Abstain | 2,288,297 | |
Broker Non-Votes | 39,213,810 |
DANAHER CORPORATION | |||
Date: | May 9, 2018 | By: | /s/ James F. O'Reilly |
James F. O'Reilly | |||
Vice President, Associate General Counsel and Secretary |