Summary
Thermo Fisher Scientific Inc. (TMO) announced on July 12, 2007, the election of two new directors to its Board: Stephen P. Kaufman and Michael A. Bell. Mr. Kaufman, former Chairman and CEO of Arrow Electronics, will chair the Compensation Committee, while Mr. Bell, a Managing Director at private equity firm Monitor Clipper Partners, will serve on the Nominating and Corporate Governance Committee. This move may signal a shift towards a more integrated board structure following the 2006 acquisition of Fisher Scientific International Inc., as the company simultaneously amended its bylaws to remove provisions that previously dictated a specific director ratio based on the legacy companies.
Key Highlights
- 1Election of two new independent directors: Stephen P. Kaufman and Michael A. Bell.
- 2Stephen P. Kaufman appointed as Chairman of the Compensation Committee.
- 3Michael A. Bell appointed to the Nominating and Corporate Governance Committee.
- 4Bylaws amended to remove provisions related to maintaining a specific director ratio from legacy Thermo Electron and Fisher Scientific boards.
- 5Bylaws also amended to remove specific provisions for filling post-acquisition CEO and Chairman roles.
- 6New directors awarded stock options: 15,000 shares each, with a $53.09 exercise price, vesting over three years.
- 7Michael A. Bell's affiliation with Monitor Clipper Partners, a firm where the company's pension plan has prior investments, disclosed.
Frequently Asked Questions
The primary purpose of this 8-K filing is to report the election of two new directors, Stephen P. Kaufman and Michael A. Bell, to the Board of Directors of Thermo Fisher Scientific Inc. It also details amendments made to the company's bylaws.
A potential conflict of interest was disclosed regarding Michael A. Bell. He is a Managing Director at Monitor Clipper Partners, a private equity firm that manages funds in which the Fisher Scientific International Inc. Defined Benefit Master Trust (a company pension plan) has made prior investments. Mr. Bell indirectly shares in the compensation paid to Monitor Clipper Partners through his ownership interest.
The company's bylaws were amended to remove provisions that were put in place at the time of the Fisher Scientific acquisition in 2006. These deleted provisions ensured a specific ratio of directors from the legacy Thermo Electron and Fisher Scientific boards and dictated how vacancies would be filled. Provisions identifying initial post-acquisition CEO and Chairman roles were also removed.
On the date of their election, July 12, 2007, both Stephen P. Kaufman and Michael A. Bell were granted options to purchase 15,000 shares of the Company's Common Stock. The exercise price for these options was $53.09 per share, which was the closing price on that date. These options vest over a three-year period and expire in seven years.