Danaher Corporation filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$DHR
Industrial Machinery/Components
Industrials
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 20, 2025
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Securities registered pursuant to Section 12(b) of the Act:
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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).
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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 | ||||
Director Appointment
On February 20, 2025, the Board of Directors (“Board”) of Danaher Corporation (“Danaher” or the “Company”) appointed Charles W. Lamanna to the Board, with a term expiring at Danaher’s 2025 annual meeting of shareholders. Mr. Lamanna was also appointed to the Science & Technology Committee of the Board. As a non-employee director, Mr. Lamanna will receive the same compensation paid to the other non-employee directors of Danaher as disclosed in Exhibit 10.24 to Danaher’s Annual Report on Form 10-K for the year ended December 31, 2024 (which exhibit is incorporated by reference herein) including without limitation an annual equity award. Mr. Lamanna has also entered into a director indemnification agreement with Danaher, the form of which is disclosed as Exhibit 10.28 to Danaher’s Annual Report on Form 10-K for the year ended December 31, 2024 and which is incorporated by reference herein. In connection with this appointment, the Board also determined that Mr. Lamanna is independent within the meaning of the listing standards of the New York Stock Exchange.
There is no arrangement or understanding between Mr. Lamanna and any other person pursuant to which he was selected as a director of Danaher. There are no transactions in which Mr. Lamanna has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Stock Plan Amendment
On February 20, 2025, the Board amended and restated the Company’s 2007 Omnibus Incentive Plan to provide that upon termination of a participant’s employment or service due to death or disability, generally (1) all of the participant’s unvested stock options and restricted stock units become fully vested, and (2) with respect to performance stock units (PSUs) as to which the death or termination for disability occurs prior to conclusion of the performance period, the participant (or participant’s estate as applicable) receives the target number of shares (and related dividend equivalent rights, or DERs) underlying the PSUs.
The above description 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 | ||||||||
| 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: | February 20, 2025 | By: | /s/ James F. O’Reilly | ||||||||
| James F. O’Reilly | |||||||||||
| Senior Vice President, Deputy General Counsel and Secretary | |||||||||||