What is proxy access and how does it affect Danaher shareholders?

Proxy access is a provision that allows eligible long-term shareholders to nominate their own candidates for the company's Board of Directors and have those nominees included in the company's official proxy materials. For Danaher shareholders, this means that a qualifying shareholder or group of shareholders can now propose directors for election without needing to conduct a separate proxy solicitation, provided they meet the ownership and holding period requirements outlined in the By-laws.

What are the specific requirements for a shareholder to use proxy access at Danaher?

To utilize proxy access, a shareholder or a group of up to twenty shareholders must have continuously owned at least three percent (3%) of Danaher's outstanding common stock for a minimum of three consecutive years. These shareholders and their nominated director(s) must also meet other specific requirements detailed in the amended By-laws.

How many directors can be nominated through proxy access?

Under the new By-laws, eligible shareholders can nominate a number of director candidates equal to the greater of two directors or twenty percent (20%) of the Board of Directors. This nomination must be submitted between 120 and 150 days prior to the date the company's proxy materials were first mailed for the preceding year's annual meeting.

What changes have been made regarding special meetings?

Previously, any two directors could call a special meeting of shareholders. The amended By-laws now require that at least a majority of the Board of Directors must agree to call a special meeting. This change increases the threshold for convening special shareholder meetings.

DHR 8-K: Corporate Changes

Summary

Danaher Corporation (DHR) announced on December 6, 2016, significant amendments to its By-laws, primarily focused on the implementation of proxy access. This change allows eligible stockholders, individually or as a group, to nominate director candidates for inclusion in the company's proxy materials under specific ownership and holding period requirements. The key threshold is a 3% ownership stake held continuously for at least three years, enabling the nomination of up to two directors or 20% of the Board, whichever is greater. In addition to proxy access, the amendments also adjust the requirements for calling special meetings, now necessitating a majority of the Board of Directors instead of any two directors. Furthermore, the company has enhanced disclosure requirements for director nominees not utilizing the proxy access provision, aligning them with the standards set for proxy access nominees regarding third-party compensation, voting arrangements, and adherence to corporate governance policies. These changes reflect an effort to enhance corporate governance and shareholder engagement.

Key Highlights

1Effective December 6, 2016, Danaher Corporation amended its By-laws to implement proxy access.
2Stockholders owning 3% or more of outstanding common stock continuously for at least three years can nominate directors.
3Eligible stockholders can nominate up to two directors or 20% of the Board, whichever is greater.
4The By-laws now require a majority of the Board of Directors to call a special meeting, replacing the previous requirement of any two directors.
5Director nominees not using proxy access will face enhanced disclosure requirements regarding third-party compensation and voting arrangements.
6All director nominees are now required to comply with Danaher's corporate governance and director qualification policies.
7The amendments aim to align with best practices in corporate governance and shareholder rights.

DANAHER CORP /DE/ 8-K Report, Bylaw Amendment (Dec 6, 2016)

Summary

Key Highlights

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