8-KLeadership ChangesShareholder MattersExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Executive Changes (May 8, 2013)

Filed May 8, 2013For Securities:DHR

Summary

Danaher Corporation filed an 8-K on May 7, 2013, reporting on its annual shareholder meeting held on May 6, 2013. The primary focus of the filing is the shareholder approval of amendments to the 2007 Stock Incentive Plan. These amendments importantly increase the authorized shares available for awards and expand the performance objectives that can be used for Section 162(m) compliant compensation, including total shareholder return, core revenue, and market share. Additionally, the plan now prohibits canceling underwater options for cash without shareholder approval and extends the plan's duration to May 15, 2020. The meeting also saw the election of seven directors, the ratification of Ernst & Young LLP as the independent auditor, and advisory approval of executive compensation. Notably, two shareholder proposals, one concerning executive stock retention policies and another requesting disclosure of political expenditures, were rejected by the shareholders.

Key Highlights

  • 1Shareholder approval of amendments to the 2007 Stock Incentive Plan.
  • 2Increase in authorized shares under the incentive plan from 45,000,000 to 62,000,000.
  • 3Addition of total shareholder return, core revenue, and market share as performance objectives for Section 162(m) awards.
  • 4New provision preventing cancellation of underwater options for cash without shareholder approval.
  • 5Extension of the 2007 Stock Incentive Plan's duration to May 15, 2020.
  • 6Re-election of all seven director nominees.
  • 7Ratification of Ernst & Young LLP as the independent registered public accounting firm.

Frequently Asked Questions

The amendments significantly increase the total authorized shares for awards to 62,000,000 (up from 45,000,000), with a higher limit for non-option/SAR awards. They also add total shareholder return, core revenue, and market share as performance metrics for tax-qualified awards. Furthermore, the plan now requires shareholder approval to cancel 'underwater' stock options for cash and extends the plan's term to May 15, 2020.

No, two shareholder proposals were voted on and both were rejected. One proposal asked for a policy requiring senior executives to retain equity compensation until retirement age, and the other requested disclosure of political expenditures and policies.

All seven director nominees were elected by substantial margins. The shareholders also approved, on an advisory basis, the company's named executive officer compensation. The independent auditor, Ernst & Young LLP, was also ratified.