Danaher Corporation

12/08/2021 | Press release | Distributed by Public on 12/08/2021 16:07

Management Change/Compensation - Form 8-K

dhr-20211207

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM 8-K
__________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 7, 2021
__________________
DANAHER CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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Delaware 001-08089 59-1995548
(State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)
2200 Pennsylvania Avenue, NW 20037-1701
Suite 800W
Washington, DC
(Address of Principal Executive Offices) (Zip Code)
202-828-0850
(Registrant's Telephone Number, Including Area Code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
__________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (seeGeneral Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common stock, $0.01 par value DHR New York Stock Exchange
4.75% Mandatory Convertible Preferred Stock, Series A, without par value DHR.PRA New York Stock Exchange
5.00% Mandatory Convertible Preferred Stock, Series B, without par value DHR.PRB New York Stock Exchange
Floating Rate Senior Notes due 2022 DHR/22A New York Stock Exchange
1.700% Senior Notes due 2024 DHR 24 New York Stock Exchange
2.500% Senior Notes due 2025 DHR/25 New York Stock Exchange
0.200% Senior Notes due 2026 DHR/26 New York Stock Exchange
2.100% Senior Notes due 2026 DHR 26 New York Stock Exchange
1.200% Senior Notes due 2027 DHR/27 New York Stock Exchange
0.450% Senior Notes due 2028 DHR/28 New York Stock Exchange
2.500% Senior Notes due 2030 DHR 30 New York Stock Exchange
0.750% Senior Notes due 2031 DHR/31 New York Stock Exchange
1.350% Senior Notes due 2039 DHR/39 New York Stock Exchange
1.800% Senior Notes due 2049 DHR/49 New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On December 7, 2021, the Board of Directors of Danaher Corporation (the "Company") amended and restated the Company's 2007 Omnibus Incentive Plan (the "Plan") to amend the "Years of Service" definition used for purposes of determining Early Retirement eligibility (capitalized terms used in this description have the meaning set forth in the Plan). The amendment gives the Administrator the discretion to provide (either initially or subsequent to the grant of the relevant Award) that with respect to any Award granted to a Participant during the first year following the date as of which such Participant's employer became an Acquired Subsidiary, the Participant's employment with the Acquired Subsidiary before it was acquired by Danaher does not count toward "Years of Service" eligibility. This description of the amendment is qualified in its entirety by reference to the Plan filed as Exhibit 10.1 hereto and incorporated by reference herein.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
Exhibit No. Description
10.1
2007 Omnibus Incentive Plan, as amended and restated*
104 Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

* Indicates management contract or compensatory plan, contract or arrangement.


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
DANAHER CORPORATION
Date:
December 7, 2021
By:
/s/ James F. O'Reilly
James F. O'Reilly
Vice President, Deputy General Counsel and Secretary