8-KShareholder Matters

THERMO FISHER SCIENTIFIC INC. 8-K Report, Shareholder Vote Results (May 27, 2011)

Filed May 27, 2011For Securities:TMO

Summary

Thermo Fisher Scientific Inc. (TMO) filed an 8-K report on May 27, 2011, detailing the results of its annual meeting of stockholders held on May 25, 2011. The primary focus of the filing is the voting outcomes on several key corporate governance and shareholder matters. Investors will note the strong approval for the re-election of four Class III directors, indicating continued confidence in the board's leadership. Additionally, shareholders provided advisory approval for executive compensation and overwhelmingly recommended that future advisory votes on compensation be held annually, a sentiment the company intends to follow. A significant governance change was also approved, with stockholders voting in favor of declassifying the Board of Directors, moving towards annual election of all directors. The filing also confirms the ratification of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2011, a standard procedural item that reassures investors about financial oversight.

Key Highlights

  • 1Four Class III directors (Thomas J. Lynch, William G. Parrett, Michael E. Porter, Scott M. Sperling) were elected to the Board of Directors with substantial shareholder support, for terms expiring at the 2014 annual meeting.
  • 2A non-binding, advisory proposal on the compensation of the Company's named executive officers received strong approval from shareholders.
  • 3Shareholders recommended, via a non-binding advisory vote, that future advisory votes on executive compensation be held every year.
  • 4Thermo Fisher Scientific Inc. intends to hold future advisory votes on executive compensation annually, in line with shareholder recommendations.
  • 5The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2011, was ratified by shareholders.
  • 6A shareholder proposal to declassify the Company's Board of Directors was approved, signaling a move towards annual director elections.

Frequently Asked Questions

The annual stockholder meeting resulted in the election of four directors, advisory approval of executive compensation, a recommendation for annual advisory votes on compensation, and approval of a proposal to declassify the Board of Directors. The appointment of the independent auditor was also ratified.

Shareholders provided a non-binding, advisory approval for the compensation of the Company's named executive officers. Furthermore, in a separate advisory vote, shareholders overwhelmingly recommended that future advisory votes on executive compensation be held every year.

The approval of the proposal to declassify the Board of Directors means that the Board will no longer be divided into different classes with staggered terms. This will lead to all directors being subject to election by shareholders on an annual basis in the future, which generally enhances director accountability to shareholders.

PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for Thermo Fisher Scientific Inc. for the fiscal year ending December 31, 2011.