8-KCorporate ChangesExhibits & Filings

DANAHER CORP /DE/ 8-K Report, Bylaw Amendment (Dec 7, 2022)

Filed December 7, 2022For Securities:DHR

Summary

Danaher Corporation (DHR) filed an 8-K on December 6, 2022, primarily to report amendments to its Amended and Restated By-laws, effective December 5, 2022. These changes focus on revising the advance notice and procedural requirements for shareholders wishing to propose business or nominate directors at shareholder meetings. This update aims to streamline and clarify the process for shareholder engagement in corporate governance matters. While this filing does not contain significant financial updates or operational changes, investors should note the modifications to the by-laws. These amendments are important for understanding the procedures required for shareholders to exercise their rights in proposing matters or nominating candidates for the Board of Directors. The company has also included routine, non-substantive updates to the by-laws.

Key Highlights

  • 1Danaher Corporation amended its Amended and Restated By-laws, effective December 5, 2022.
  • 2The amendments revise advance notice and procedural requirements for shareholders proposing business at meetings.
  • 3Specific changes address requirements for valid nomination of director candidates.
  • 4The by-laws include routine and non-substantive updates.
  • 5The filing indicates an update to the governance procedures for shareholder proposals and director nominations.
  • 6The primary purpose of the 8-K is to disclose these by-law changes.

Frequently Asked Questions

The main purpose of this 8-K filing is to report amendments made by Danaher Corporation's Board of Directors to the Company's Amended and Restated By-laws. These changes modify the procedures and requirements for shareholders who wish to propose business at meetings or nominate directors.

No, this 8-K filing does not contain any significant financial statements, earnings reports, or operational updates. Its sole focus is on the amendments to the company's by-laws.

The by-laws were amended to revise the advance notice and related procedural and disclosure requirements for shareholders proposing business at meetings, including specific requirements for nominating director candidates.

The full text of the amended and restated By-laws is incorporated by reference and attached as Exhibit 3.1 to this 8-K filing.