8-KLeadership ChangesExhibits & Filings

THERMO FISHER SCIENTIFIC INC. 8-K Report, Executive Changes (May 22, 2008)

Filed May 22, 2008For Securities:TMO

Summary

Thermo Fisher Scientific Inc. (TMO) announced through an 8-K filing on May 22, 2008, that its stockholders approved two new compensation plans at the annual meeting on May 20, 2008: the 2008 Stock Incentive Plan and the 2008 Annual Incentive Award Plan. The 2008 Stock Plan allows the company to grant various equity-based awards to employees, with a maximum of 25,000,000 shares available for issuance. The 2008 Incentive Plan provides for annual cash bonuses to executive officers based on the achievement of pre-established performance goals, with a maximum annual payout of $5,000,000 per employee.

Key Highlights

  • 1Stockholders approved the 2008 Stock Incentive Plan, enabling equity awards like stock options, SARs, and restricted stock.
  • 2A total of 25,000,000 shares of common stock are authorized for issuance under the 2008 Stock Plan.
  • 3The 2008 Stock Plan has a term of ten years.
  • 4Stockholders also approved the 2008 Annual Incentive Award Plan for executive officers.
  • 5The 2008 Incentive Plan allows for annual cash bonuses tied to the achievement of defined performance goals.
  • 6The maximum annual incentive award for any single participant under the 2008 Incentive Plan is $5,000,000.
  • 7Both plans were previously adopted by the Board of Directors, pending stockholder approval.

Frequently Asked Questions

The key new plans approved are the 2008 Stock Incentive Plan, which allows for equity awards such as stock options and restricted stock, and the 2008 Annual Incentive Award Plan, which provides for cash bonuses to executive officers based on performance.

A maximum of 25,000,000 shares of Thermo Fisher Scientific's common stock can be issued under the 2008 Stock Incentive Plan, subject to adjustments for capitalization changes.

The maximum cash incentive award payable to any eligible employee under the 2008 Annual Incentive Award Plan for any single year is $5,000,000.

Both the 2008 Stock Incentive Plan and the 2008 Annual Incentive Award Plan are administered by the Compensation Committee of Thermo Fisher Scientific's Board of Directors.