8-KCorporate ChangesExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Bylaw Amendment (Mar 16, 2007)

Filed March 16, 2007For Securities:DHR

Summary

Danaher Corporation (DHR) filed an 8-K on March 15, 2007, to report on amendments to its By-laws approved by the Board of Directors, effective March 13, 2007. The primary changes involve updating the voting standard for stockholder matters and explicitly allowing for the issuance of uncertificated shares. These amendments are largely technical in nature, designed to ensure compliance with Delaware corporate law and upcoming New York Stock Exchange requirements. The voting standard update aligns the company's bylaws with the default provisions of the Delaware General Corporation Law regarding stockholder approval of matters other than director elections. The provision for uncertificated shares anticipates a new NYSE rule effective in 2008, facilitating direct registration programs for shareholders.

Key Highlights

  • 1Danaher Corporation amended its By-laws effective March 13, 2007.
  • 2The amendments update the voting standard for stockholder approval of matters (excluding director elections) to align with Delaware law.
  • 3The new voting standard requires the affirmative vote of a majority of the stock represented and entitled to vote.
  • 4The By-laws were also amended to expressly permit the issuance of uncertificated shares.
  • 5This change prepares Danaher for NYSE requirements mandating eligibility for direct registration programs by January 1, 2008.
  • 6The amendments are considered technical updates to ensure compliance and facilitate future operational changes.

Frequently Asked Questions

This 8-K filing announces technical amendments to Danaher Corporation's By-laws that were approved by the Board of Directors. These changes are primarily to ensure compliance with current Delaware corporate law and upcoming New York Stock Exchange regulations.

The By-laws were updated to conform the voting standard for most stockholder matters (excluding director elections) to the default provisions of Delaware law. Previously, it required a majority of stock represented and entitled to vote. The amended By-laws clarify this requirement as 'the affirmative vote of a majority of the stock represented in person or by proxy and entitled to vote on the subject matter shall be the act of the stockholders.'

Danaher is amending its By-laws to expressly permit the issuance of uncertificated shares in anticipation of a new rule from the New York Stock Exchange, effective January 1, 2008. This rule requires listed companies to be eligible for a direct registration program, which allows investors to hold ownership electronically without physical stock certificates.

For most matters other than director elections, the practical outcome of the voting standard change is minimal as it aligns with existing Delaware law. The amendment regarding uncertificated shares relates to the method of share ownership recording rather than impacting voting rights or processes for existing shareholders.