8-KOther EventsExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Temporary Suspension of Trading Under Employee Benefit Plans (Jun 1, 2016)

Filed June 1, 2016For Securities:DHR

Summary

Danaher Corporation (DHR) filed an 8-K on June 1, 2016, to announce a temporary trading suspension, commonly known as a "blackout period," affecting its employee benefit plans. This blackout is a direct consequence of the upcoming separation of Fortive Corporation from Danaher, scheduled for July 2, 2016. During this period, participants in various Danaher savings and incentive plans will be unable to exercise certain rights related to their Danaher Stock Fund holdings. The blackout is specifically designed to comply with Section 306(a) of the Sarbanes-Oxley Act and Regulation BTR. This regulation restricts trading by directors and executive officers (Section 16 officers) when a significant portion of plan participants are similarly restricted. Consequently, Danaher's directors and Section 16 officers will be prohibited from buying, selling, or transferring Danaher common stock or related derivative securities during this blackout period, with limited exceptions.

Key Highlights

  • 1Danaher Corporation is implementing a temporary trading suspension (blackout period) impacting employee benefit plans.
  • 2The blackout is directly linked to the planned separation of Fortive Corporation from Danaher, expected on July 2, 2016.
  • 3Participants in specific Danaher savings and incentive plans will face temporary restrictions on exercising rights within the Danaher Stock Fund.
  • 4The blackout period is scheduled to commence around July 1, 2016, and last through July 9, 2016 (with slight variations for a Puerto Rico plan).
  • 5This action is in compliance with Section 306(a) of the Sarbanes-Oxley Act and Regulation BTR.
  • 6During the blackout, Danaher's directors and Section 16 officers are prohibited from trading Danaher common stock or related derivative securities, barring certain exemptions.

Frequently Asked Questions

The temporary suspension, or 'blackout period,' is being implemented in connection with the planned separation of Fortive Corporation from Danaher. This event requires temporary restrictions on trading within Danaher's employee benefit plans to comply with regulatory requirements, specifically Section 306(a) of the Sarbanes-Oxley Act and Regulation BTR.

The blackout period will affect participants in specific Danaher employee benefit plans, including the Danaher Corporation Executive Deferred Incentive Program, the Danaher Corporation & Subsidiaries Savings Plan, the Danaher Corporation & Subsidiaries Retirement & Savings Plan, and the Danaher Corporation & Subsidiaries Puerto Rico Savings Plan. Additionally, Danaher's directors and officers subject to Section 16 of the Securities Exchange Act will be restricted from trading Danaher securities.

The blackout period is expected to begin on July 1, 2016, at 4:00 p.m. Eastern Daylight Time for most plans, and on June 30, 2016, at 4:00 p.m. Eastern Daylight Time for the Puerto Rico Savings Plan. It is anticipated to continue through July 9, 2016.

Danaher's directors and Section 16 officers will be prohibited from directly or indirectly purchasing, selling, acquiring, or transferring any Danaher common stock or derivative securities related to Danaher common stock during the blackout period, unless specific limited exemptions apply. This restriction is a result of the company-wide trading suspension in employee benefit plans.