Summary
Danaher Corporation (DHR) filed an 8-K on May 8, 2012, reporting on its annual shareholder meeting held on May 7, 2012. The primary focus of the filing is the shareholder approval of several key corporate matters, including the re-approval of the material terms of performance goals under the 2007 Executive Incentive Compensation Plan. This plan saw significant amendments, notably an increase in the maximum award amount payable to participants from $5 million to $10 million, and the addition of new performance-based criteria such as core revenue, total shareholder return, and various profit margin improvements. The meeting also saw the re-election of all five director nominees and the ratification of Ernst & Young LLP as the company's independent registered public accounting firm. Furthermore, shareholders approved an amendment to the Restated Certificate of Incorporation to double the authorized shares of Common Stock from 1 billion to 2 billion, a move that could facilitate future growth and strategic initiatives. Lastly, executive compensation was approved on an advisory basis.
Key Highlights
- 1Shareholders re-approved the material terms of performance goals under the Danaher 2007 Executive Incentive Compensation Plan.
- 2Maximum award amount under the Executive Incentive Compensation Plan increased from $5 million to $10 million.
- 3New performance measures added to the Executive Incentive Compensation Plan include core revenue, total shareholder return, and profit margin improvements.
- 4All five director nominees were re-elected by shareholders.
- 5Ernst & Young LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2012.
- 6Shareholders approved an amendment to increase authorized Common Stock from 1 billion to 2 billion shares.
- 7Executive officer compensation was approved on an advisory basis.