UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 8, 2012

 

 

Danaher Corporation

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware		001-08089		59-1995548
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)
2200 Pennsylvania Ave., N.W., Suite 800W, Washington, D.C.				20037-1701
(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 (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))

 

 

 

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ITEM  5.02        DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On May 8, 2012, at the annual meeting of shareholders of Danaher Corporation (the “Company”), the Company’s shareholders re-approved the material terms of the performance goals under the Danaher 2007 Executive Incentive Compensation Plan (the “Plan”). The Plan terms as approved by the Company’s shareholders increase the maximum award amount payable to a participant for a particular performance period from $5 million to $10 million, and add the following measures to the performance-based criteria that the Compensation Committee of the Company’s Board of Directors can use in designing awards under the Plan: core revenue; total shareholder return; earnings before interest and taxes; gross or operating profit margin improvement or core operating margin improvement; and market share. This description of the material amendments to the Plan is qualified in its entirety by reference to the Plan attached hereto as Exhibit 10.1 and incorporated by reference herein.

ITEM  5.07        SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company’s annual meeting of shareholders was held on May 8, 2012. At the annual meeting, the shareholders voted on the following proposals:

1.     To elect the five directors named in the Company’s proxy statement to terms expiring in 2013. Each nominee for director was elected by a vote of the shareholders as follows:

 

		For		Against		Abstain		Broker Non-Votes
Mortimer M. Caplin		567,814,392		18,205,829		259,015		32,702,846
Donald J. Ehrlich		566,160,474		19,903,348		215,414		32,702,846
Linda P. Hefner		577,668,311		7,311,359		1,299,566		32,702,846
Teri List-Stoll		580,802,118		4,709,267		767,851		32,702,846
Walter G. Lohr, Jr.		545,008,979		41,042,347		227,910		32,702,846

2.     To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2012. The proposal was approved by a vote of shareholders as follows:

 

For			613,171,184
Against			5,602,253
Abstain			208,645

3.     To approve an amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock of the Company from 1 billion (1,000,000,000) shares to 2 billion (2,000,000,000) shares, $0.01 par value per share. The proposal was approved by a vote of shareholders as follows:

 

For			577,889,849
Against			40,379,437
Abstain			712,796

4.     To re-approve the material terms of the performance goals under the Danaher 2007 Executive Incentive Compensation Plan. The proposal was approved by a vote of shareholders as follows:

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For			576,550,550
Against			8,985,322
Abstain			743,364
Broker Non-Votes			32,702,846

5.     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			556,235,557
Against			29,270,904
Abstain			772,775
Broker Non-Votes			32,702,846

ITEM  9.01              FINANCIAL STATEMENTS AND EXHIBITS

 

(d)

Exhibits:

 

10.1

2007 Executive Incentive Compensation Plan

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SIGNATURE

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.

 

 

 

Dated:

May 9, 2012

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EXHIBIT INDEX

 

Exhibit No.		Description
10.1		2007 Executive Incentive Compensation Plan