8-KLeadership ChangesShareholder MattersExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Executive Changes (May 11, 2011)

Filed May 11, 2011For Securities:DHR

Summary

Danaher Corporation's (DHR) May 11, 2011, 8-K filing reports on key outcomes from its annual shareholder meeting held on May 10, 2011. The most significant event for investors is the shareholder approval of amendments to the 2007 Stock Incentive Plan. These amendments include an increase in the authorized shares available for awards by 7 million, bringing the total to 45 million, and a revised limit on non-stock option/SAR awards. Changes were also made to vesting acceleration, termination provisions, and administrative authorities related to equity awards, enhancing flexibility and oversight. Additionally, the filing details the results of several shareholder proposals that passed, including the election of directors, ratification of the independent auditor, and crucial corporate governance changes. Notably, shareholders approved amendments to declassify the Board of Directors, moving towards annual director elections, and a proposal allowing holders of 25% or more of outstanding shares to call a special meeting. An advisory vote on executive compensation was also approved, with shareholders favoring an annual advisory vote frequency.

Key Highlights

  • 1Shareholders approved amendments to the 2007 Stock Incentive Plan, increasing authorized shares by 7 million to a total of 45 million.
  • 2The amended plan clarifies provisions regarding the termination of participants, the Administrator's authority to adjust awards (including for reduced hours or early retirement), and tax withholding.
  • 3The amendments to the Stock Incentive Plan eliminate automatic acceleration of time-based vesting upon a participant reaching age 65.
  • 4Shareholders overwhelmingly approved a proposal to declassify the Board of Directors, moving towards annual election of all directors.
  • 5A proposal to allow shareholders holding 25% or more of outstanding shares to call a special meeting was also approved.
  • 6Ernst & Young LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2011.
  • 7Shareholders voted in favor of an annual advisory vote on executive compensation.

Frequently Asked Questions

The primary changes include an increase in the total authorized shares for awards by 7 million, bringing the total to 45 million. Other amendments clarify termination provisions for gross misconduct, eliminate automatic age-based vesting acceleration, and provide the Administrator with more flexibility in adjusting awards for changes in employment status or early retirement, while also reinforcing limitations on delegating certain equity award authorities.

The declassification of the Board of Directors means all directors will be subject to annual election by shareholders, which is generally viewed as increasing director accountability. The ability for a significant minority (25% or more) to call a special meeting provides shareholders with greater leverage and a mechanism to address urgent issues outside of the annual meeting schedule.

Shareholders approved the company's executive officer compensation on an advisory basis. Furthermore, they voted in favor of holding these advisory votes on an annual basis, indicating a preference for more frequent shareholder input on executive pay.

Based on the provided filing, all seven proposals presented to shareholders at the annual meeting received majority approval, indicating broad shareholder support for the company's proposed actions, including the Stock Incentive Plan amendments, corporate governance changes, and auditor ratification.