Danaher Corporation filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$DHR
Industrial Machinery/Components
Industrials
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): May 5, 2026
__________________
| (Exact Name of Registrant as Specified in Its Charter) | ||||||||
__________________
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||||||||
(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 (see General 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 | ||||||
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 May 5, 2026, at the annual meeting of shareholders (the “Annual Meeting”) of Danaher Corporation (the “Company”), as further described in Item 5.07 below, the Company’s shareholders approved the Amended and Restated Danaher Corporation Omnibus Incentive Plan (the “Plan”). Previously, the Board of Directors of the Company approved the Plan (subject to shareholder approval) to increase the Plan’s share reserve by 20 million shares of Common Stock and extend the Plan term to May 5, 2036.
A description of the material terms of the Plan was set forth in the Company’s proxy statement for the Annual Meeting which was filed with the U.S. Securities and Exchange Commission on March 25, 2026. The description of the Plan contained herein is qualified in its entirety by reference to the Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| ITEM 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS | ||||
The Company’s annual meeting of shareholders was held on May 5, 2026. At the annual meeting, the Company’s shareholders voted on the following proposals:
1. To elect the eleven directors named in the Company’s proxy statement to terms expiring in 2027. Each nominee for director was elected by a vote of the shareholders as follows:
| For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||
| Rainer M. Blair | 588,328,554 | 7,060,627 | 394,475 | 36,129,645 | |||||||||||||||||||
| Feroz Dewan | 572,679,518 | 21,482,953 | 1,621,185 | 36,129,645 | |||||||||||||||||||
| Linda Filler | 484,585,744 | 110,431,359 | 766,553 | 36,129,645 | |||||||||||||||||||
| Charles W. Lamanna | 590,861,836 | 4,510,517 | 411,303 | 36,129,645 | |||||||||||||||||||
| Teri List | 462,346,887 | 132,804,946 | 631,823 | 36,129,645 | |||||||||||||||||||
| Mitchell P. Rales | 584,749,121 | 10,636,383 | 398,152 | 36,129,645 | |||||||||||||||||||
| Steven M. Rales | 578,334,314 | 16,812,806 | 636,536 | 36,129,645 | |||||||||||||||||||
| A. Shane Sanders | 439,300,748 | 155,803,065 | 679,843 | 36,129,645 | |||||||||||||||||||
| Alan G. Spoon | 550,524,407 | 44,853,170 | 406,079 | 36,129,645 | |||||||||||||||||||
| Raymond C. Stevens, PhD | 474,476,236 | 120,672,805 | 634,615 | 36,129,645 | |||||||||||||||||||
| Elias A. Zerhouni, MD | 538,619,559 | 55,838,928 | 1,325,169 | 36,129,645 | |||||||||||||||||||
2. To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026. The proposal was approved by a vote of shareholders as follows:
| For | 595,609,858 | ||||
| Against | 35,828,479 | ||||
| Abstain | 474,964 | ||||
3. To approve on an advisory basis the Company’s named executive officer compensation. The proposal was approved by a vote of shareholders as follows:
| For | 553,754,519 | ||||
| Against | 41,555,863 | ||||
| Abstain | 473,274 | ||||
| Broker Non-Votes | 36,129,645 | ||||
4. To approve the Plan. The proposal was approved by a vote of shareholders as follows:
| For | 553,836,647 | ||||
| Against | 41,437,418 | ||||
| Abstain | 509,591 | ||||
| Broker Non-Votes | 36,129,645 | ||||
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS | |||||||
| (c) | Exhibits: | |||||||
| Exhibit No. | Description | |||||||
| 10.1 | ||||||||
| 104 | The cover page from this Current Report on Form 8-K, formatted as Inline XBRL. | |||||||
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: | May 7, 2026 | By: | /s/ James F. O'Reilly | ||||||||
| James F. O'Reilly | |||||||||||
| Senior Vice President, Deputy General Counsel and Secretary; Chief Sustainability Officer | |||||||||||