Summary
Danaher Corporation (DHR) filed an 8-K on September 15, 2021, to announce amendments to its 2007 Omnibus Incentive Plan. The primary changes, effective January 1, 2022, focus on updating retirement provisions for outstanding equity awards, including options, Restricted Stock Units (RSUs), and Performance Stock Units (PSUs). These amendments offer more favorable terms for participants upon Early and Normal Retirement, ensuring continued vesting and extended survival periods for certain awards, and importantly, prospectively apply to awards granted at least six months prior to retirement. Additionally, the plan now clarifies rules around 'net exercises' of stock options and the conditions under which an award is considered 'assumed or continued' following a 'Substantial Corporate Change,' particularly when Danaher's stockholders maintain proportionate ownership of the resulting entity.
Key Highlights
- 1Danaher amended its 2007 Omnibus Incentive Plan, with changes effective January 1, 2022.
- 2Retirement provisions for stock options, RSUs, and PSUs have been updated.
- 3Upon Early Retirement, options, RSUs, and PSUs will continue vesting.
- 4Stock options granted to employees retiring normally will survive until the earlier of 10 years post-retirement or the option's term expiration.
- 5Eligibility for Early Retirement now includes continuous employment at acquired companies.
- 6The plan clarifies 'net exercise' provisions for stock options, allowing for withholding up to jurisdictional maximums.
- 7The definition of 'Substantial Corporate Change' has been clarified to protect employee awards when stockholder proportionate ownership remains consistent.