8-KCorporate ChangesExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Bylaw Amendment (Jul 12, 2011)

Filed July 12, 2011For Securities:DHR

Summary

Danaher Corporation (DHR) filed an 8-K on July 12, 2011, to report on amendments to its corporate by-laws, approved by the Board of Directors on July 11, 2011. These changes are largely technical and administrative, reflecting prior approvals from the company's annual shareholder meeting in May 2011 regarding the certificate of incorporation. Key updates include changes to the notice periods for shareholder proposals at annual meetings and requirements for those proposals. Additionally, the by-laws now detail eligibility criteria for Board nominees and refine procedures for calling and revoking special meetings. Investors should note that several amendments aim to enhance corporate governance and streamline processes. These include provisions for director consent and resignation, the elimination of board classification, and clarification on filling director vacancies. The company also updated its by-laws to permit remote communication for meetings and to designate the Delaware Court of Chancery as the exclusive forum for certain legal claims. These by-law adjustments generally align with best practices and Delaware corporate law, aiming to provide clarity and structure for both management and shareholders.

Key Highlights

  • 1Danaher Corporation's Board of Directors approved amended and restated by-laws on July 11, 2011.
  • 2Notice periods for shareholder proposals at annual meetings have been adjusted, with new requirements for disclosing derivative securities and other interests.
  • 3Eligibility for Board election now requires nomination and a written consent to serve, including an irrevocable resignation effective upon failing to receive the required vote for re-election.
  • 4The threshold for shareholders to call a special meeting has been reduced from a majority to 25% of shares, with new procedural rules and revocation provisions.
  • 5References to the classification of the Board have been eliminated, and directors elected after the 2011 Annual Meeting can be removed with or without cause.
  • 6The by-laws now allow for remote communication in conducting Board and shareholder meetings and designate the Delaware Court of Chancery as the exclusive forum for specific legal actions.
  • 7These by-law amendments are largely consequential to changes in the company's certificate of incorporation approved at the May 2011 Annual Meeting.

Frequently Asked Questions

The primary purpose of these by-law amendments is to reflect changes previously approved by shareholders in the company's certificate of incorporation, enhance corporate governance, and clarify procedures for shareholder proposals, director elections, and special meetings. They also update provisions related to legal forums and meeting communications.

The amendments adjust the notice periods for shareholder proposals. They require notice to be given no less than 60 and no more than 90 days prior to the anniversary of the mailing of proxy materials for the prior year's annual meeting. Additionally, shareholders proposing business must now disclose all derivative securities and other economic or voting interests they hold in or referencing Danaher.

The percentage of shares required for shareholders to call a special meeting has been reduced from a majority to 25%. However, shareholders are prohibited from calling special meetings within 90 days before the anniversary date of the prior year's annual meeting or 30 days after the current year's meeting date. Procedures for revoking a special meeting request have also been introduced.

Yes, references to the classification of the Board have been eliminated, aligning with prior shareholder approvals. Directors elected after the 2011 Annual Meeting can now be removed with or without cause, and the Board retains the sole right to fill vacancies or newly created directorships.