8-KCorporate ChangesExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Bylaw Amendment (Jul 10, 2008)

Filed July 10, 2008For Securities:DHR

Summary

Danaher Corporation (DHR) filed an 8-K report on July 9, 2008, detailing amendments to its by-laws approved by the Board of Directors on July 8, 2008. The primary focus of these amendments is to clarify and strengthen the company's advance notice provisions for shareholder meetings. These changes aim to ensure greater transparency and procedural clarity regarding shareholder nominations of directors and proposals of business at both annual and special meetings. Key updates include refining the responsibilities for calling special meetings, enhancing the specificity of required shareholder disclosures for nominations and business proposals, and clarifying how deadlines for these submissions are calculated. The amendments also address the process for filling Board vacancies and ensure compliance with SEC Rule 14a-8. While not altering submission deadlines themselves, these revisions are designed to provide unambiguous guidelines for shareholder engagement, thereby streamlining corporate governance processes.

Key Highlights

  • 1Danaher Corporation's Board of Directors approved amended and restated by-laws on July 8, 2008.
  • 2The primary purpose of the amendments is to clarify and update the company's advance notice provisions for shareholder meetings.
  • 3The amendments clarify the administrative responsibilities for calling special shareholder meetings, assigning the Board the authority to set the date and time.
  • 4Shareholder notices for director nominations and business proposals must now include specific representations about proxy solicitation intentions.
  • 5The revisions provide greater precision in the calculation of deadlines for shareholder submissions.
  • 6New language ensures shareholders have at least 10 days to provide notice for director nominations to fill a Board vacancy created by an increase in Board size.
  • 7The by-laws are updated to clarify that shareholders can only bring business at annual meetings in accordance with SEC Rule 14a-8 or the company's by-law procedures.

Frequently Asked Questions

The main purpose of the by-law amendments is to clarify and strengthen Danaher's advance notice provisions for shareholder meetings. These changes aim to make the procedures for shareholder director nominations and proposals of business more clear, unambiguous, and aligned with SEC regulations.

The amendments clarify that while the Secretary or Assistant Secretary handles the administrative task of calling a special meeting, the Board of Directors is now responsible for setting the date and time of such meetings, rather than the Chairman or President as previously stipulated. Business at special meetings can only be conducted if brought by the Board or as set forth in the written request that prompted the meeting.

The amendments require shareholders submitting proposals or nominations to provide more precise representations regarding their intent to solicit proxies. Specifically, they must state whether they 'will' solicit proxies, rather than 'intend to' solicit. The by-laws also clarify that any contravention of these representations, including a failure to solicit when represented, could result in the matter not being properly brought before the meeting. The calculation of submission deadlines has also been clarified.

No, the revisions do not change the deadlines by which a shareholder must submit notice for director nominations or other business. However, they do clarify with greater precision the manner in which these deadlines are calculated.