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    Fortive Corporation filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

    6/6/25 4:30:35 PM ET
    $FTV
    Industrial Machinery/Components
    Industrials
    Get the next $FTV alert in real time by email
    false 0001659166 0001659166 2025-06-03 2025-06-03 0001659166 FTV:CommonStockParValue.01PerShareMember 2025-06-03 2025-06-03 0001659166 FTV:Sec3.700NotesDue2026Member 2025-06-03 2025-06-03 0001659166 FTV:Sec3.700NotesDues2029Member 2025-06-03 2025-06-03 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

     

    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

     

    June 3, 2025

    Date of Report (Date of Earliest Event Reported)

     

    Fortive Corporation 

    (Exact Name of Registrant as Specified in Its Charter)

     

     

     

     Delaware
    (State or Other Jurisdiction
    Of Incorporation)
    001-37654
    (Commission
    File Number)
    47-5654583
    (I.R.S. Employer
    Identification No.)
         
      6920 Seaway Blvd
    Everett
    , WA 98203
    (Address of principal executive offices)

     

    Registrant’s telephone number, including area code: (425) 446-5000 

     

    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:

     

    ¨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 Symbols   Name of Each Exchange on Which Registered  
    Common stock, par value $.01 per share   FTV   New York Stock Exchange
    3.700% Notes due 2026   FTV26A   New York Stock Exchange
    3.700% Notes due 2029   FTV29   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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

     

    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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     

    At the Annual Meeting held on June 3, 2025 (the “Annual Meeting”), and as further described in Item 5.07 below, the shareholders of Fortive Corporation (the “Company”) approved the Fortive Corporation Amended and Restated 2016 Stock Incentive Plan (the “Restated Plan”) to extend the term of the plan until February 24, 2035. A description of the material terms of the Restated Plan is set forth in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 22, 2025 (the “Proxy Statement”) and is incorporated herein by reference. The description of the Restated Plan is qualified in its entirety by reference to the Restated Plan referenced as Exhibit 10.1 hereto.

     

    Item 5.07Submission of Matters to a Vote of Security Holders.

     

    At the Annual Meeting, the Company’s shareholders voted on the following five proposals:

     

    Proposal 1: To elect the nine director nominees named in the Proxy Statement, each for a one-year term expiring at the 2026 annual meeting and until his or her respective successor is duly elected and qualified. Each nominee for director was elected by a vote of the shareholders as follows:

     

       For   Against   Abstain   Broker Non-Votes 
    Eric Branderiz   304,278,294    3,373,291    721,740    10,309,118 
    Daniel L. Comas   304,351,769    3,442,181    579,375    10,309,118 
    Sharmistha Dubey   297,410,834    10,379,383    583,108    10,309,118 
    Rejji P. Hayes   305,305,790    2,485,357    582,178    10,309,118 
    Wright L. Lassiter III   304,317,765    3,471,184    584,376    10,309,118 
    James A. Lico   307,317,196    472,673    583,456    10,309,118 
    Kate D. Mitchell   298,056,539    9,735,875    580,911    10,309,118 
    Gregory J. Moore   307,067,081    722,996    583,248    10,309,118 
    Jeannine Sargent   302,559,897    5,233,425    580,003    10,309,118 

     

    Proposal 2: To approve on an advisory basis the Company’s named executive officer compensation. The proposal was approved by a vote of the shareholders as follows:

     

    For   266,880,634 
    Against   41,314,383 
    Abstain   178,308 
    Broker Non-Votes   10,309,118 

     

    Proposal 3: To approve the amendment and restatement of the 2016 Stock Incentive Plan to extend the term of the plan. The proposal was approved by a vote of the shareholders as follows:

     

    For   251,683,703 
    Against   56,549,243 
    Abstain   140,379 
    Broker Non-Votes   10,309,118 

     

    Proposal 4: To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025. The proposal was approved by a vote of the shareholders as follows:

     

    For   305,927,970 
    Against   12,643,094 
    Abstain   111,379 

     

    Proposal 5: To act upon a shareholder proposal to amend Fortive’s governing documents to reduce the ownership requirement for shareholders to call a special meeting from 25% of Fortive’s common stock to 10%. The proposal was rejected by a vote of the shareholders as follows: 

     

    For   109,292,430 
    Against   198,849,449 
    Abstain   231,446 
    Broker Non-Votes   10,309,118 

     

    2 

     

     

    Item 9.01Financial Statements and Exhibits.

     

    (d) Exhibits

     

    Exhibit Number   Exhibit Description
    10.1   Fortive Corporation Amended and Restated 2016 Stock Plan (incorporated by reference from Appendix B to Fortive Corporation’s Proxy Statement on Schedule 14A filed on April 21, 2025 (Commission File Number: 1-37654))
    104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

     

    3 

     

     

    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.

     

      FORTIVE CORPORATION
         
      By:  /s/ Daniel B. Kim
        Name: Daniel B. Kim
        Title: Vice President, Associate General Counsel and Secretary

     

    Date: June 6, 2025

     

     

     

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