Summary
Danaher Corporation (DHR) filed an 8-K on February 20, 2008, primarily detailing amendments to its corporate bylaws approved by the Board of Directors on February 19, 2008. The most significant change is the adoption of a majority voting standard for the election of directors in uncontested elections. Previously, directors could be elected by a plurality of votes. This new policy requires a nominee to receive more votes cast in favor than against to be elected. Furthermore, Danaher's Board also adopted a director resignation policy. Under this policy, any director nominee must submit an irrevocable resignation in advance, effective if they fail to receive the required majority vote for re-election. If a director does not achieve the majority vote, the Nominating and Governance Committee will review the resignation, and the Board will decide whether to accept it. These changes are aimed at enhancing corporate governance and shareholder accountability. The filing also includes minor adjustments to procedures for setting record dates for stockholder action by written consent.
Key Highlights
- 1Danaher Corporation adopted a majority voting standard for the election of directors in uncontested elections, replacing the previous plurality standard.
- 2A new director resignation policy requires nominees to submit an irrevocable resignation that becomes effective if they fail to receive a majority of votes cast in their favor.
- 3The Nominating and Governance Committee will review and recommend whether to accept a director's resignation if they fail to receive the required votes.
- 4The Board of Directors expects the director whose resignation is under consideration to abstain from participating in that decision.
- 5The bylaws were amended to modify procedures for setting record dates for stockholder actions taken by written consent.
- 6The record date for written consent actions cannot precede, and cannot be more than 10 days after, the date the Board sets it.