8-KLeadership ChangesExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Executive Changes (May 6, 2009)

Filed May 6, 2009For Securities:DHR

Summary

This SEC filing (8-K) for Danaher Corporation (DHR), filed on May 5, 2009, pertains to shareholder approval of amendments to the Company's 2007 Stock Incentive Plan during their annual meeting on May 4, 2009. The key changes are designed to enhance the plan's flexibility and governance, particularly concerning equity awards and shareholder protections. Investors should note the significant increase in the total number of shares authorized for issuance under the plan, along with adjustments to limits on specific award types. The amendments also introduce stricter guidelines on repricing of options and SARs, minimum vesting periods for restricted stock and RSUs, and clarify provisions related to terminations of employment and corporate changes. These updates aim to align executive compensation with long-term shareholder interests and ensure compliance with evolving governance standards.

Key Highlights

  • 1Shareholders approved amendments to Danaher's 2007 Stock Incentive Plan at the May 4, 2009 annual meeting.
  • 2The total authorized shares for awards under the plan increased from 12,000,000 to 19,000,000.
  • 3The limit on non-option/SAR awards is now 6,000,000 shares out of the total 19,000,000 authorized.
  • 4The plan now explicitly prohibits repricing of options and SARs without shareholder approval within 12 months.
  • 5New minimum vesting periods are introduced: 1 year for performance-based awards and 3 years for non-performance based awards (with exceptions).
  • 6Clarifications were made regarding the definition of 'Substantial Corporate Change' to avoid unintended implications from mergers or reorganizations.
  • 7Consultants are now explicitly eligible to receive awards under the plan.

Frequently Asked Questions

The primary purpose of the amendments is to increase the number of shares available for equity awards, adjust the limits on certain types of awards, strengthen provisions against option repricing without shareholder consent, introduce minimum vesting periods for restricted stock and RSUs, and clarify various administrative and definitional aspects of the plan.

The increase in authorized shares allows the company to continue incentivizing executives and employees with equity awards. For existing shareholders, this means potential dilution if new shares are issued, but also aligns management's interests with long-term company performance through equity compensation.

The new minimum vesting periods (1 year for performance-based, 3 years for non-performance based awards, subject to exceptions) aim to promote longer-term retention of key employees and ensure that equity awards are tied to sustained performance rather than short-term gains.

The amended plan significantly strengthens the prohibition on repricing. Options and SARs cannot be repriced or cancelled and re-granted at a lower exercise price without prior shareholder approval, unless it's in connection with specific corporate changes like capital structure adjustments or a 'Substantial Corporate Change'.