8-KLeadership ChangesShareholder MattersExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Executive Changes (May 11, 2015)

Filed May 11, 2015For Securities:DHR

Summary

Danaher Corporation (DHR) filed an 8-K on May 11, 2015, reporting key updates from its annual shareholder meeting held on May 7, 2015, and amendments to its 2007 Stock Incentive Plan. The primary focus of this filing is the adoption of amendments to the stock incentive plan, which alter the terms for vesting and post-termination exercise of stock options, SARs, RSUs, and PSUs, particularly for retiring employees. These changes introduce provisions for mandatory holding periods, pro-rata vesting post-retirement based on age and service, and extended exercise periods, aiming to align executive incentives with long-term shareholder value and provide clarity for departing employees. Additionally, the filing details the outcomes of the annual shareholder meeting. All ten nominated directors were elected, and shareholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm. Shareholder approval was also obtained for executive compensation on an advisory basis. However, a shareholder proposal requesting a report on political expenditure policies and expenditures was not approved. These events provide insight into corporate governance and executive compensation practices at Danaher.

Key Highlights

  • 1Amendments to the 2007 Stock Incentive Plan were approved by the Board of Directors on May 7, 2015, impacting executive compensation and retention.
  • 2The amendments introduce a mandatory two-year holding period for performance-based restricted stock units (PSUs) after vesting.
  • 3New provisions allow for pro-rata vesting and extended exercise periods for stock options, SARs, RSUs, and PSUs for retiring employees meeting specific age and service criteria (e.g., retirement at age 55+ with 10 years service, or retirement at age 65+).
  • 4The plan now clarifies employment status determination and allows for extending award vesting for participants transitioning to part-time schedules.
  • 5All ten nominated directors were re-elected at the May 7, 2015 annual shareholder meeting.
  • 6Shareholders ratified the appointment of Ernst & Young LLP as the independent auditor for the fiscal year ending December 31, 2015.
  • 7A shareholder proposal requesting disclosure of political expenditure policies and expenditures was rejected by a majority of votes.

Frequently Asked Questions

The key changes include a mandatory two-year holding period for performance-based restricted stock units (PSUs) after vesting, and new provisions for retiring employees (meeting age and service requirements) that allow for pro-rata vesting of unvested awards and extended exercise periods post-retirement. The plan also clarifies employment status determination and allows for extensions of vesting for part-time transitions.

For employees retiring after reaching age 55 with at least ten years of service, a pro-rata portion of unvested stock options, SARs, RSUs, and PSUs will continue to vest post-retirement. For those retiring at age 65 or older, all unvested stock options, SARs, and RSUs will continue to vest, and PSUs will vest based on performance outcomes. In both cases, vested awards generally remain exercisable for up to five years following retirement.

Shareholders re-elected all ten nominated directors, ratified the appointment of Ernst & Young LLP as the independent auditor, and approved the company's executive compensation on an advisory basis. However, a shareholder proposal seeking a report on political expenditures was not approved.

Yes, the amendments limit the number of shares that may be awarded in any one year to any single director to 10,000 shares.