8-KMaterial AgreementsCorporate ChangesExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Material Agreement (Dec 9, 2004)

Filed December 9, 2004For Securities:DHR

Summary

This Form 8-K filing from Danaher Corporation, dated December 9, 2004, primarily announces updates to its corporate governance practices. Key changes involve the compensation structure for non-management Board of Directors and significant amendments to the company's by-laws. These by-law amendments aim to streamline corporate procedures, enhance clarity, and align with Delaware corporate law, reflecting an effort by Danaher to refine its governance framework. Investors should note the updated director compensation, which includes an annual retainer, per-meeting fees for board and committee attendance, and continued eligibility for stock options. The by-law revisions are extensive, covering aspects like the minimum number of directors, procedures for calling special meetings, stockholder notification requirements for proposals and nominations, electronic transmission of documents, and updated indemnification provisions for directors and officers. These changes are designed to improve operational efficiency and shareholder engagement while reinforcing the board's oversight responsibilities.

Key Highlights

  • 1Danaher Corporation's Board of Directors approved updated annual cash compensation for non-management directors, effective September 14, 2004.
  • 2Non-management directors will receive an annual retainer of $40,000, plus $2,500 per board meeting and $1,000 per committee meeting attended.
  • 3Directors remain eligible for stock option grants under the Danaher Corporation 1998 Stock Option Plan.
  • 4The company's by-laws were amended and restated, effective December 7, 2004, to conform to its certificate of incorporation and Delaware law.
  • 5Key by-law changes include increasing the minimum director number to three, reflecting a classified board structure, and changing the registered office to Wilmington, Delaware.
  • 6Procedures for calling special stockholder meetings have been clarified, requiring a minimum of two directors and specific information from stockholders.
  • 7Stricter notification and information requirements are now in place for stockholders wishing to nominate directors or present business at meetings.

Frequently Asked Questions

Effective September 14, 2004, non-management directors will receive an annual cash retainer of $40,000. Additionally, they will be compensated $2,500 for attending each board meeting and $1,000 for attending each committee meeting. They continue to be eligible for stock option grants.

The by-laws were amended to conform to the certificate of incorporation and Delaware law. Key changes include an increase in the minimum number of directors to three, formalizing a classified board, and relocating the registered office to Wilmington, Delaware. Procedures for calling special meetings and for stockholder nominations/proposals have been made more stringent, requiring specific information and adherence to timelines. Electronic transmission of certain documents is now permitted.

Stockholders seeking to call a special meeting must now provide specified information about themselves and the meeting's purpose, and a minimum of two directors is required to initiate such a meeting. For director nominations or other business at meetings, stockholders must provide advance notice (45-60 days depending on the meeting type) along with detailed information about the stockholder(s) and the proposed item, and comply with procedural requirements.

Yes, the by-laws now make mandatory the advancement of expenses for directors and other indemnified persons, unless they did not act in good faith. Mandatory indemnification for agents and employees (excluding directors and officers) has been eliminated. Limitations have been added on indemnification rights for individuals who initiate proceedings, and the provisions are updated to align with Delaware General Corporation Law.