8-KShareholder MattersExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Shareholder Vote Results (May 12, 2022)

Filed May 12, 2022For Securities:DHR

Summary

Danaher Corporation (DHR) filed an 8-K on May 11, 2022, reporting on the outcome of its Annual Meeting of Shareholders held on May 10, 2022. The primary focus of the filing is the voting results on several key proposals. All director nominees were elected, and shareholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2022. Additionally, the company's executive compensation was approved on an advisory basis. A shareholder proposal to lower the threshold for calling a special meeting was, however, rejected. These voting outcomes indicate strong shareholder confidence in the current board of directors and management's compensation practices, as well as in the company's auditors. The rejection of the shareholder proposal regarding special meetings suggests that a majority of shareholders are comfortable with the existing governance structure related to convening such meetings.

Key Highlights

  • 1All thirteen director nominees were elected by a significant majority of shareholder votes.
  • 2Shareholders overwhelmingly ratified the appointment of Ernst & Young LLP as Danaher's independent registered public accounting firm for the 2022 fiscal year.
  • 3The advisory vote on executive compensation for named executive officers received majority approval from shareholders.
  • 4A shareholder proposal to reduce the ownership threshold required to call a special meeting from 25% to 10% was rejected by shareholders.
  • 5Director nominees received substantial 'For' votes, with some receiving over 590 million votes in favor, indicating broad shareholder support.
  • 6Broker non-votes were a notable factor in the director elections, with over 33 million shares represented in this category for each nominee.

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