UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

 

 

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☒		Definitive Proxy Statement
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☐		Soliciting Material Pursuant to § 240.14a-12

FORTIVE CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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2021 Notice of Annual Meeting of Shareholders and Proxy Statement Fortive Essential technology for the people who accelerate progress.

 

 

FORTIVE CORPORATION

6920 Seaway Blvd

Everett, WA 98203

Notice of 2021 Annual Meeting of Shareholders

 

 

 

 

When:   June 8, 2021 at 3:00 p.m., PDT.		Items of Business:   5 proposals as listed below   Date of Mailing:   The date of mailing of this Proxy Statement is on or about April 26, 2021.		Who Can Vote:   Shareholders of Fortive’s common stock at the close of business on April 12, 2021.		Virtual Meeting Only:   As part of our precautions regarding the coronavirus (COVID-19) pandemic, the 2021 Annual Meeting of Shareholders will be held in a virtual meeting format only.   Where:   www.virtualshareholdermeeting.com/FTV2021

Items of Business:

1.	To elect the eight director nominees named in the Proxy Statement, each for a one-year term expiring at the 2022 annual meeting and until their successors are elected and qualified.

 

2.	To ratify the selection of Ernst & Young LLP as Fortive’s independent registered public accounting firm for the year ending December 31, 2021.

 

3.	To approve on an advisory basis Fortive’s named executive officer compensation.

 

4.	To approve an Amendment to Fortive’s Amended and Restated Certificate of Incorporation to allow holders of at least 25% of Fortive’s outstanding shares of common stock to call a special meeting of the shareholders.

 

5.	To consider and act upon a shareholder proposal regarding shareholders’ ability to act by written consent.

 

6.	To consider and act upon such other business as may properly come before the meeting or any adjournment thereof.

YOUR VOTE IS IMPORTANT. PLEASE SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS AT YOUR EARLIEST CONVENIENCE, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING.

Most shareholders have a choice of voting in advance over the Internet, by telephone or by using a traditional proxy card or voting instruction form. You may also vote during the annual meeting by following the instructions available on the meeting website during the meeting. Please refer to the attached proxy materials or the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you.

The rules and procedures applicable to the 2021 Annual Meeting, together with a list of shareholders of record for inspection for any legally valid purpose, will be available at the 2021 Annual Meeting for the participating shareholders of record at www.virtualshareholdermeeting.com/FTV2021.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON JUNE 8, 2021:

The Notice of Internet Availability, Notice of Annual Meeting, Proxy Statement and the Annual Report are available at: http://www.proxyvote.com.

By Order of the Board of Directors,

 

 

Daniel B. Kim

Secretary

April 26, 2021

 

 

2021 Annual Meeting of Shareholders

Notice of Annual Meeting and Proxy Statement

Table of Contents

 

 

 

 

 

 

		2021 Proxy Statement		i

 

 

 

 

 

 

ii		2021 Proxy Statement		FORTIVE CORPORATION

 

		Proxy Statement Summary

 

To assist you in reviewing the proposals to be acted upon at our 2021 Annual Meeting, below is a summary of information regarding the meeting contained elsewhere in this Proxy Statement. The following description is only a summary. For more information about these topics, please review the complete Proxy Statement.

2021 Annual Meeting of Shareholders

 

Date and time:		June 8, 2021, 3:00 p.m. PDT
Virtual Meeting Only:		As part of our precaution regarding the COVID-19 pandemic, the 2021 Annual Meeting of Shareholders will be held in a virtual meeting format only. The meeting can be accessed through www.virtualshareholdermeeting.com/FTV2021
Record date:		April 12, 2021
Voting:		Shareholders of Fortive’s common stock at the close of business on April 12, 2021 are entitled to one vote per share of common stock on each matter to be voted upon at the 2021 Annual Meeting of Shareholders (“Annual Meeting”)
Participating at the Meeting:		Shareholders who wish to participate at the meeting should review the instructions set forth under “Annual Meeting Participation” on page 8

Items of Business  

 

PROPOSAL		VOTE REQUIRED		BOARD RECOMMENDATION
Proposal 1: Election of eight director nominees identified below to serve for a one-year term (page 15)		For each nominee, majority of votes cast.		FOR each nominee
Proposal 2: Ratification of the appointment of the independent registered public accounting firm (page 46)		The affirmative vote of a majority of the shares represented in person or by proxy.		FOR
Proposal 3: Approval on an advisory basis of Fortive’s named executive officer compensation (page 89)		The affirmative vote of a majority of the shares represented in person or by proxy.		FOR
Proposal 4: Approval of an Amendment to Fortive’s Amended and Restated Certificate of Incorporation to allow holders of at least 25% of Fortive’s outstanding shares of common stock to call a special meeting of the shareholders (page 90)		The affirmative vote of at least 80 percent of the shares entitled to vote generally as of the record date.		FOR
Proposal 5: Shareholder proposal regarding shareholders’ ability to act by written consent (page 93)		The affirmative vote of a majority of the shares represented in person or by proxy.		AGAINST

 

 

 

		2021 Proxy Statement		1

 

Proxy Statement Summary

 

Company Overview

Fortive Corporation is a provider of essential technologies for connected workflow solutions across a range of attractive end-markets. Our well-known brands hold leading positions in intelligent operating solutions, precision technologies, and advanced healthcare solutions. Our businesses design, develop, service, manufacture and market professional and engineered products, software and services for a variety of end markets, building upon leading brand names, innovative technologies and significant market positions.

We are guided by our shared purpose to deliver essential technology for the people who accelerate progress, and we are united by our culture of continuous improvement and bias for action that embody the Fortive Business System (“FBS”). Through rigorous application of the proprietary set of growth, lean, and leadership tools and processes that comprise FBS, we continuously improve business performance in the critical areas of innovation, product development and commercialization, global supply chain, sales and marketing and leadership development. Our commitment to FBS has enabled us to drive customer satisfaction and profitability, and generate significant improvements in innovation, growth and core operating margins. Additionally, FBS has enabled us to execute a disciplined acquisition strategy and expand our portfolio into new and attractive markets furthering our goal of creating long-term shareholder value.

2020 Company Performance Highlights

Living Our Shared Purpose and Value - Essential Technology for the People Who Accelerate Progress

Because our shared purpose is why we are here, our shared purpose and our values remained unwavering and uncompromised during the challenges of 2020. The spirit of optimism and generosity embedded in our values guided our path in the midst of a global pandemic and enabled our employees and businesses to respond with nimbleness, innovation and integrity to progress our shared purpose for all our stakeholders. We have identified below a few highlights of how we put our values to work for our shareholders, employees, customers, and community during the challenges of 2020.

Customer Success Inspires our Innovation

Our innovation is inspired by the desire to enable the success of our customers. When the COVID-19 pandemic created new challenges for our healthcare customers, our teams viewed the challenges as an opportunity to care for our customers and our communities.

 

•

When our customers were facing shortages of critical N95 respirator masks to protect their frontline healthcare professionals, we secured emergency use authorization approvals globally for use of our STERRAD Systems to disinfect compatible single-use N95 respirator masks, tripling the usage lifespan of these masks that were dangerously in short supply. We also designed, produced, and donated face shields for those who were serving courageously in the front lines of COVID-19 response.

 

•

When our customers and our communities were in critical need of managing the supply of life-saving ventilators, we developed free predictive applications to enable hospitals to effectively manage replacement parts for ventilators. We also increased ventilator component manufacturing more than ten times to meet the demands of our customers and community. In addition, we provided gas flow analyzers to ensure ventilators deployed at healthcare facilities were functioning properly.

 

•

When our customers needed our assistance to create isolation rooms to reduce the risk of airborne transmission, we pivoted quickly to develop easy-to-install versions of our room pressure indicator product. By containing airborne pathogens in the room with the assistance of our room pressure indicators, our customers were able to reduce the risk of airborne transmission and quickly repurpose patient rooms into isolation rooms.

 

 

 

2		2021 Proxy Statement		FORTIVE CORPORATION

 

Proxy Statement Summary

 

We Build Extraordinary Teams for Extraordinary Results

In addition to the actions we have taken to invest in our people at every level, as further described in “Corporate Governance – Human Capital Management,” our values guided how we cared for our teams during the challenges of the COVID-19 pandemic.

In the uncertainty that immediately followed the COVID-19 pandemic, we were guided by five key pillars in our response to our employees: Safety, Transparency, Empathy, Science and Employee Trust. The policies we implemented were guided with the safety of our employees, their families, our customers, and our communities as the number one priority, with our actions informed by data and expert public health guidance. The manner in which we considered and communicated our policies and actions were driven by the recognition of, and empathy for, the uncertainty, fear and real-life impact caused by the pandemic for our colleagues. With that in mind, we focused on being agile and transparent on what we were doing and why we were doing it while listening to ongoing feedback from our global teams and quickly making changes where needed. We did our best to accommodate the needs of our people as they managed through an incredibly difficult year personally and professionally.

Driven by our values, we:

 

•

Formed global and local response teams at every level to create hundreds of standard processes to share best practices and streamline communication to keep our employees safe and informed;

 

•

Acted quickly to limit and then stop business travel;

 

•

Ensured pay continuity for quarantine periods for our employees;

 

•

Quickly made the decision to enable and then mandate remote work for those who were able to do so while ensuring that our essential manufacturing team members had the education, resources and support needed to stay safe on the job;

 

•

Created flexible shifts and schedules to accommodate childcare and other family or personal needs;

 

•

Provided subsidized childcare and other caregiver services as well as parental counseling;

 

•

Waived deductibles, co-pays, and co-insurance for COVID-19 testing or treatment as well as all virtual healthcare visits; and

 

•

Provided enhanced counseling and mental health coverage and services.

In addition, we believe that creating inclusive places to work and diverse points of view are the lifeblood of innovation and growth and provide us with a strategic advantage. In 2020, we continued to make significant strides to reflect the needs, priorities, and experiences of our global team and strengthen our culture of inclusion and diversity. Our Board of Directors and our Compensation Committee oversee our Human Capital Management strategies, including our inclusion and diversity efforts. Our VP, Inclusion & Diversity works closely with our senior management and our Inclusion & Diversity Council, involving employees at every level in establishing a collaborative vision that will truly reflect the needs, priorities, and viewpoints of our diverse global team. The actions we have taken and the pillars that drive our Inclusion and Diversity efforts are further described in “Corporate Governance – Human Capital Management.”

We Compete for Shareholders

In September 2019, we announced our plan to separate Vontier Corporation, our former Industrial Technologies segment, into a separate, publicly-traded company. Our plan to separate Vontier reflected our conviction that the transaction would allow both Fortive and Vontier to benefit from increased focus on the specific growth and capital allocation opportunities for each company.

 

 

 

		2021 Proxy Statement		3

 

Proxy Statement Summary

 

The subsequent capital market volatility and logistical complication presented by the COVID-19 pandemic did not alter our conviction that the separation would create strategic value for our shareholders, our employees and our customers. Leveraging the execution advantages provided by the tools of Fortive Business System and our consistent drive to compete for our shareholders, we quickly adapted our strategy to align with the economic and capital market conditions and completed the transformative separation of Vontier on October 9, 2020 by distributing 80.1% of the outstanding shares of Vontier to our shareholders. Furthermore, following the separation, we monetized the 19.9% ownership interest in Vontier we retained upon separation to reduce our outstanding debt in a tax-free manner. The separation and the subsequent disposition of the retained interest have provided Fortive with enhanced focus and fiscal flexibility to accelerate our pursuit of opportunities to further evolve our portfolio.

Kaizen is Our Way of Life

One of the key defining attributes of our company is our drive for continuous improvement. With FBS as our foundation, we embrace experimentation, learn from our successes and failures, grow as individuals and teams, and always seek to improve. Because FBS is embedded in our culture and our behavior, we instinctively applied our FBS mindset and toolkit to address the challenges presented to us by the COVID-19 pandemic.

Our FBS teams put kaizen into action and viewed the challenges as opportunities to innovate and enhance our FBS toolkits and approach. Our agile FBS teams created virtual leadership experiences, kaizens, and events like our virtual 2020 FBS Hackathon. We further enhanced our online FBS university, allowing our teams to deploy our FBS tools in a virtual environment, take FBS courses online, participate virtually in our FBS conferences, such as our 2020 Fortive Growth & Innovation Conference, and access the power of FBS from afar.

Total Shareholder Return

 

 

 

 

 

4		2021 Proxy Statement		FORTIVE CORPORATION

 

Proxy Statement Summary

 

Corporate Governance Highlights

Our Board of Directors recognizes that enhancing and protecting long-term value for our shareholders requires a robust framework of corporate governance that serves the best interests of all our shareholders.

In connection with our Board’s dedication to strong corporate governance, our Board has implemented the following corporate actions:

Overview of Director Nominees

Our eight director nominees are comprised of current directors with diverse skills, background, and experience, which the Board believes contributes to the effective oversight of the Company. Additional details on board membership criteria are set forth on page 29 under “Corporate Governance – Director Nomination Process.”

 

 

 

 

 

 

		2021 Proxy Statement		5

 

Proxy Statement Summary

 

Governance Highlights

 

 

2020 Pay Mix

 

 

 

 

6		2021 Proxy Statement		FORTIVE CORPORATION

 

Proxy Statement Summary

 

Compensation Governance Highlights

 

WHAT WE DO						WHAT WE DON’T DO

 

 

 

		2021 Proxy Statement		7

 

		Proxy Statement

 

Fortive Corporation

2021 Annual Meeting of Shareholders

June 8, 2021

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors (“Board”) of Fortive Corporation, a Delaware corporation (“Fortive”), of proxies for use at the 2021 Annual Meeting of Shareholders (the “Annual Meeting”) to be held in virtual only meeting format through www.virtualshareholdermeeting.com/FTV2021 at 3:00 p.m., PDT, and at any and all postponements or adjournments thereof. Fortive’s principal address is 6920 Seaway Blvd., Everett, WA 98203. The date of mailing of this Proxy Statement is on or about April 26, 2021.

Purpose of the Annual Meeting

The purpose of the meeting is to:

 

1.	Elect the eight director nominees named in this Proxy Statement, each for a one-year term expiring at the 2022 annual meeting and until their successors are elected and qualified;

 

2.	Ratify the selection of Ernst & Young LLP as Fortive’s independent registered public accounting firm for the year ending December 31, 2021;

 

3.	Approve on an advisory basis Fortive’s named executive officer compensation;

 

4.	Approve an Amendment to Fortive’s Amended and Restated Certificate of Incorporation to allow holders of at least 25% of Fortive’s outstanding shares of common stock to call a special meeting of the shareholders;

 

5.	Consider and act upon on a shareholder proposal regarding shareholders’ ability to act by written consent; and

 

6.	Consider and act upon such other business as may properly come before the meeting or any adjournment thereof.

Annual Meeting Participation

As a result of the coronavirus (COVID-19) pandemic and the corresponding public health and travel concerns of our shareholders, directors, officers, employees and service providers, we will conduct the 2021 Annual Meeting in a virtual only meeting format. You will not be able to attend the 2021 Annual Meeting physically. We anticipate that we will return to holding in person annual meetings in the future when doing so will not jeopardize the public health and travel concerns of our shareholders.

If you plan to participate in the 2021 Annual Meeting, you must be shareholder of record as of the record date of April 12, 2021. If you are not a shareholder of record but hold shares through a broker, bank or nominee (i.e., in street name), you must hold a legal proxy for the 2021 Annual Meeting provided by your broker, bank or nominee.

To be admitted to the 2021 Annual meeting at www.virtualshareholdermeeting.com/FTV2021, you must enter the 16-digit control number found on your proxy card, voting instruction form or Notice of Internet Availability. You may begin to log into the meeting platform beginning at 2:30 p.m. Pacific time on June 8, 2021. The meeting will begin promptly at 3:00 p.m. Pacific time on June 8, 2021. The virtual meeting platform is fully supported across browsers and devices running the most updated version of applicable software. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of the meeting.

The rules and procedures applicable to the 2021 Annual Meeting, together with a list of shareholders of record for inspection for any legally valid purpose, will be available during the 2021 Annual Meeting for the participating shareholders of record at www.virtualshareholdermeeting.com/FTV2021.

 

 

 

8		2021 Proxy Statement		FORTIVE CORPORATION

 

Proxy Statement

 

You may vote during the 2021 Annual Meeting by following the instructions available on the meeting website during the meeting. Whether or not you participate in the 2021 Annual Meeting, we encourage you to vote and submit your proxy in advance of the meeting by one of the methods described in these proxy materials. The proxy card included with the proxy materials may be used to vote your shares in connection with the 2021 Annual Meeting.

This year’s shareholders’ question and answer session will include questions submitted live during the annual meeting. Questions may be submitted during the meeting through www.virtualshareholdermeeting.com/FTV2021 by typing your question into the “Ask a Question” field and clicking “Submit.” Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints.

If you encounter any difficulties accessing the meeting during the meeting time, please call the technical support number that will be posted on the meeting website.

Following completion of the meeting, a webcast replay will be posted online to our Investor Relations website at www.fortive.com for at least one year.

Outstanding Stock and Voting Rights

In accordance with Fortive’s Amended and Restated Bylaws, the Board has fixed the close of business on April 12, 2021 as the record date for determining the shareholders entitled to notice of, and to vote at, the Annual Meeting. Only shareholders of record at the close of business on that date will be entitled to vote. The only outstanding securities of Fortive entitled to vote at the Annual Meeting are shares of Common Stock, $.01 par value (“Common Stock”). Each outstanding share of Common Stock entitles the holder to one vote on each directorship and other matter brought before the Annual Meeting. As of the close of business on April  12, 2021, 338,486,384 shares of Common Stock were outstanding, excluding shares held by or for the account of Fortive.

Solicitation of Proxies

The proxies being solicited hereby are being solicited by Fortive’s Board. The total expense of the solicitation will be borne by Fortive, including reimbursement paid to banks, brokerage firms and nominees for their reasonable expenses in forwarding material regarding the Annual Meeting to beneficial owners. Solicitation of proxies may be made personally or by mail, telephone, internet, e-mail or facsimile by officers and other management employees of Fortive, who will receive no additional compensation for their services. In addition, we have retained D.F. King & Co., Inc. to aid in the solicitation of proxies by mail, telephone, facsimile, e-mail and personal solicitation. For these services, we will pay D.F. King & Co., Inc. a fee of $12,500, plus reasonable expenses.

 

 

 

		2021 Proxy Statement		9

 

Proxy Statement

 

Proxy Instructions

Proxies will be voted as specified in the proxy.

If you sign and submit your proxy card with no further instructions, your shares will be voted:

 

		FOR the election of each of the eight director nominees identified in this Proxy Statement to serve as directors, each for a one-year term expiring at the 2022 Annual Meeting;
		FOR ratification of the selection of Ernst & Young LLP as Fortive’s independent registered public accounting firm for the year ending December 31, 2021;
		FOR approval of the Company’s named executive officer compensation;
		FOR approval of an amendment to the Amended and Restated Certificate of Incorporation to allow holders of at least 25% of Fortive’s outstanding shares of common stock to call a special meeting of the shareholders;
		AGAINST the shareholder proposal regarding shareholders’ ability to act by written consent; and
		In the discretion of the proxy holders on any other matter that properly comes before the meeting or any adjournment thereof. The Board has selected Peter C. Underwood and Daniel B. Kim to act as proxies with full power of substitution.

Notice of Electronic Availability of Proxy Materials

As permitted by the SEC rules, we are making the proxy materials available to our shareholders primarily via the Internet. By doing so, we can reduce the printing and delivery costs and the environmental impact of the Annual Meeting. On April 26, 2021, we mailed a Notice of Internet Availability of Proxy Materials (the “Notice”) to our shareholders. The Notice contains instructions on how to access our proxy materials and how to vote online or by telephone. If you would like to receive a paper copy of the proxy materials, please follow the instructions in the Notice.

Voting Requirements with Respect to Each of the Proposals Described in this Proxy Statement

Quorum. The quorum necessary to conduct business at the Annual Meeting consists of a majority of the issued and outstanding shares of Common Stock entitled to vote at the Annual Meeting as of the record date. Abstentions and broker non-votes will be counted as present in determining whether the quorum requirement is satisfied.

Broker Non-Votes. Under New York Stock Exchange (“NYSE”) rules, if your broker holds your shares in its name and does not receive voting instructions from you, your broker has discretion to vote those shares on Proposal 2, which is considered a “routine” matter. However, on “non-routine” matters such as Proposals 1, 3, 4 and 5, your broker must receive voting instructions from you, as it does not have discretionary voting power for these particular items. Therefore, if you are a beneficial owner and do not provide your broker with voting instructions, your shares may constitute broker non-votes with respect to Proposals 1, 3, 4 and 5. Broker non-votes will not affect the required vote with respect to Proposals 1, 3 and 5. However, because approval of Proposal 4 requires the affirmative vote of the holders of 80 percent of the outstanding shares entitled to vote generally in the election of directors on the record date, broker non-votes will have the same effect as a vote against Proposal 4.

 

 

 

10		2021 Proxy Statement		FORTIVE CORPORATION

 

Proxy Statement

 

Approval Requirements. If a quorum is present, the vote required under the Company’s Amended and Restated Bylaws and the Amended and Restated Certificate of Incorporation to approve each of the proposals is as follows:

 

•

With respect to Proposal 1, the election of directors, you may vote “for” or “against” any or all director nominees or you may abstain as to any or all director nominees. In uncontested elections of directors, such as this election, a nominee is elected by a majority of the votes cast by the shares present in person or represented by proxy and entitled to vote. A “majority of the votes cast” means that the number of votes cast “for” a director nominee must exceed the number of votes cast “against” that nominee. A vote to abstain is not treated as a vote “for” or “against,” and thus will have no effect on the outcome of the vote. Under our director resignation policy, our Board will not appoint or nominate for election to the Board any person who has not tendered in advance an irrevocable resignation effective in such circumstances where the individual does not receive a majority of the votes cast in an uncontested election and such resignation is accepted by the Board. If an incumbent director is not elected by a majority of the votes cast in an uncontested election, our Nominating and Governance Committee will submit for prompt consideration by the Board a recommendation whether to accept or reject the director’s resignation. The Board expects the director whose resignation is under consideration to abstain from participating in any decision regarding that resignation.

 

•

With respect to Proposals 2, 3 and 5, the affirmative vote of a majority of the shares of Common Stock represented in person or by proxy and entitled to vote on the proposal is required for approval. For these proposals, abstentions are counted for purposes of determining the minimum number of affirmative votes required for approval and, accordingly, have the effect of a vote against the proposal.

 

•

With respect to Proposal 4, the affirmative vote of the holders of 80% of the outstanding shares of Common Stock entitled to vote generally in the election of directors on the record date is required to approve this proposal. For this proposal abstentions are counted for the purposes of determining the minimum number of affirmative votes required for approval and, accordingly, have the effect of a vote against the proposal.

Tabulation of Votes. Our inspector of election, Broadridge Financial Services, will tabulate votes cast by proxy or in person at the meeting. We will report the results in a Current Report on Form 8-K filed with the SEC within four business days of the Annual Meeting.

Voting Methods

If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered the registered holder of those shares. As the registered shareholder, you can ensure your shares are voted at the Annual Meeting by submitting your instructions by telephone, over the internet, by completing, signing, dating and returning the enclosed proxy card in the envelope provided, or by participating in the virtual Annual Meeting and voting your shares at the meeting. Telephone and internet voting for registered shareholders will be available 24 hours a day, up until 11:59 p.m., Eastern time on June 7, 2021.

 

 

 

		2021 Proxy Statement		11

 

Proxy Statement

 

Detailed instructions for telephone and internet voting are set forth on the Notice.

 

		Vote your shares at www.proxyvote.com.
		Have your Notice of Internet Availability or proxy card in hand for the 16-digit control number needed to vote.
		Call toll-free number 1-800-690-6903
		Mark, sign, date, and return the enclosed proxy card or voting instruction form in the envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

If you hold your shares through a broker, bank or nominee, rather than registered directly in your name, you are considered the beneficial owner of shares held in street name, and the proxy materials are being forwarded to you by your broker, bank or nominee, together with a voting instruction form. As the beneficial owner, you are entitled to direct the voting of your shares by your intermediary. Brokers, banks and nominees typically offer telephonic or electronic means by which the beneficial owners of shares held by them can submit voting instructions, in addition to the traditional mailed voting instruction forms.

If you participate in the Fortive Stock Fund through the Savings Plan, your proxy will also serve as a voting instruction for Fidelity Management Trust Company (“Fidelity”), the trustee of the Savings Plan, with respect to shares of Common Stock attributable to your Savings Plan account as of the record date. Fidelity will vote your Savings Plan shares as of the record date in the manner directed by you. If Fidelity does not receive voting instructions from you by June 3, 2021, Fidelity will not vote your Savings Plan shares on any of the proposals brought at the Annual Meeting.

Changing Your Vote

Any person giving a proxy pursuant to this solicitation has the power to revoke it at any time before it is voted. It may be revoked by filing with the Secretary of Fortive a written notice of revocation or a duly executed proxy bearing a later date, or it may be revoked by participating in the meeting and voting at the meeting. Please note, however, that if your shares are held of record by a broker, bank or nominee and you wish to revoke your proxy or vote at the meeting, you must follow the instructions provided to you by the record holder and/or obtain from the record holder a proxy issued in your name. Participation in the meeting will not, by itself, revoke a proxy.

Householding

We are permitted to send a single set of our proxy statement and annual report to shareholders who share the same last name and address. This procedure is called “householding” and is intended to reduce our printing and postage costs. We will promptly deliver a separate copy of our annual report and proxy statement to you if you contact us at Fortive Corporation, Attn: Investor Relations, 6920 Seaway Blvd., Everett, WA 98203; telephone us at 425-446-5000; or email us at investors@fortive.com. In addition, if you want to receive separate copies of the proxy statement or annual report in the future; if you and another shareholder sharing an address would like to request delivery of a single copy of the proxy statement or annual report at such address in the future; or if you would like to make a permanent election to receive either printed or electronic copies of the proxy materials and annual report in the future, you may contact us at the same address, telephone number or email address. If you hold your shares through a broker or other intermediary and would like additional copies of our proxy statement or annual report or would like to request householding, please contact your broker or other intermediary.

 

 

 

12		2021 Proxy Statement		FORTIVE CORPORATION

 

		Beneficial Ownership of Common Stock by Directors, Officers and Principal Shareholders

 

Directors and Executive Officers

The following table sets forth as of April 12, 2021 (unless otherwise indicated) the number of shares and percentage of Common Stock beneficially owned by each of Fortive’s directors, nominees for director and each of the executive officers named in the Summary Compensation Table (the “named executive officers”), and all executive officers and directors of Fortive as a group. Except as otherwise indicated and subject to community property laws where applicable, each person or entity included in the table below has sole voting and investment power with respect to the shares beneficially owned by that person or entity. Under applicable SEC rules, the definition of beneficial ownership for purposes of this table includes shares over which a person or entity has sole or shared voting or investment power, whether or not the person or entity has any economic interest in the shares, and also includes shares as to which the person has the right to acquire beneficial ownership within 60 days of April 12. Except as indicated, the address of each director and executive officer shown in the table below is c/o Fortive Corporation, 6920 Seaway Blvd, Everett, WA 98203.

 

NAME		NUMBER OF SHARES BENEFICIALLY OWNED (1)					PERCENT OF CLASS (1)
Daniel L. Comas				39,420	(2)				*
Feroz Dewan				23,981	(3)				*
Sharmistha Dubey				4,510	(4)				*
Rejji P. Hayes				1,900	(5)				*
James A. Lico				1,491,290	(6)				*
Kate D. Mitchell				23,981	(7)				*
Mitchell P. Rales				4,005,220	(8)				1.2	%
Steven M. Rales				8,017,624	(9)				2.4	%
Jeannine Sargent				9,429	(10)				*
Alan G. Spoon				98,007	(11)				*
Barbara B. Hulit				352,138	(12)				*
Charles E. McLaughlin				262,606	(13)				*
William W. Pringle				42,751	(14)				*
Stacey A. Walker				65,504	(15)				*
All current executive officers and directors as a group (18 persons)				14,878,312	(16)				4.4	%

 

(1)

Balances credited to each executive officer’s account under the Fortive Executive Deferred Incentive Plan (the “EDIP”) which are vested or are scheduled to vest within 60 days of April 12, are included in the table. See “Employee Benefit Plans—Fortive Executive Deferred Incentive Plan” for a description of our EDIP. The incremental number of notional phantom shares of Common Stock credited to a person’s EDIP account is based on the incremental amount of contribution to the person’s EDIP balance divided by the closing price of Common Stock as reported on the NYSE on the date of the contribution. In addition, for purposes of the table, the number of shares attributable to each executive officer’s 401(k) Plan account is equal to (a) the officer’s balance, as of March 31, in the Fortive stock fund included in the executive officer’s 401(k) Plan account (the “401(k) Fortive Stock Fund”), divided by (b) the closing price of Common Stock as reported on the NYSE on March 31. The 401(k) Fortive Stock Fund consists of a unitized pool of Common Stock and cash. The table also includes shares that may be acquired upon exercise of options that are exercisable within 60 days of April 12 or upon vesting of Restricted Stock Units (“RSUs”) that vest within 60 days of April 12. The table also includes unvested restricted shares that are subject only to time-vesting requirements. In addition, RSUs granted to a non-executive director for which shares are not delivered until the earlier of the director’s death or, at the earliest, the first day of the seventh month following the director’s resignation from the board are not included in the table.

 

(2)	Includes options to acquire 960 shares, 75 shares held in an irrevocable trusts and 1,721 shares beneficially owned by Mr. Comas’ spouse. Mr. Comas disclaims beneficial ownership of the shares held by the trusts and by his spouse.

 

(3)	Includes options to acquire 23,981 shares.

 

(4)	Includes options to acquire 4,510 shares.

 

(5)	Includes options to acquire 1,900 shares.

 

(6)	Includes options to acquire 1,101,115 shares, 85,141 unvested restricted shares, 19,659 shares attributable to Mr. Lico’s 401(k) Fortive Stock Fund and 129,330 notional phantom shares attributable to Mr. Lico’s EDIP account.

 

(7)	Includes options to acquire 23,981 shares.

 

(8)	Includes 4,000,000 shares owned indirectly and options to acquired 5,220 shares. The business address of Mitchell Rales is 11790 Glen Road, Potomac, MD 20854.

 

 

 

		2021 Proxy Statement		13

 

Beneficial Ownership of Common Stock by Directors, Officers and Principal Shareholders

 

(9)

Includes 4,000,000 shares (“SR LLC Shares”) owned by a limited liability company (the “SR LLC”), with Mr. Rales, as the grantor and trustee of the sole member of the SR LLC, having sole voting power and sole dispositive power over the SR LLC Shares. In addition, includes 4,012,404 other shares owned indirectly and options to acquire 5,220 shares. Prior to the separation of the Company from Danaher Corporation (the “DHR Separation”), shares of Danaher common stock owned by the SR LLC were pledged to secure a line of credit with a bank (the “Pre-existing Pledged SR DHR Shares”). The SR LLC Shares that were issued as a dividend in the DHR Separation on the Pre-existing Pledged SR DHR Shares were pledged to secure the corresponding line of credit, and the SR LLC and Mr. Rales are in compliance with this line of credit. Other than shares issued as a dividend on the Pre-existing Pledged SR DHR Shares, no shares of Common Stock are pledged by Mr. Rales. The business address of Steven Rales, and of the SR LLC, is 2200 Pennsylvania Avenue, N.W., Suite 800W, Washington, D.C. 20037-1701.

 

(10)	Includes options to acquire 9,429 shares.

 

(11)	Includes options to acquire 37,334 shares.

 

(12)	Includes options to acquire 283,147 shares, 3,539 unvested restricted shares, and 33,696 notional phantom shares attributable to Ms. Hulit’s EDIP account.

 

(13)	Includes options to acquire 226,134 shares, 5,895 unvested restricted shares, and 20,981 notional phantom shares attributable to Mr. McLaughlin’s EDIP account.

 

(14)	Includes 3,539 unvested restricted shares, and 11,514 notional phantom shares attributable to Mr. Pringle’s EDIP account.

 

(15)	Includes options to acquire 57,111 shares, 2,949 unvested restricted shares, and 5,444 notional phantom shares attributable to Ms. Walker’s EDIP account.

 

(16)

Although Mr. Pringle resigned from the Company effective March 12, 2021, the total includes the shares beneficially owned by Mr. Pringle. Includes options to acquire 2,138,690 shares, 2,295 RSUs, 109,246 unvested restricted shares, 19,659 shares attributable to 401(k) accounts and 219,395 notional phantom shares attributable to executive officers’ EDIP accounts.

 

*	Represents less than 1% of the outstanding Common Stock.

Principal Shareholders

The following table sets forth the number of shares and percentage of Common Stock beneficially owned by each person who owns of record or is known to Fortive to beneficially own more than five percent of Common Stock.

 

NAME AND ADDRESS		NUMBER OF SHARES BENEFICIALLY OWNED					PERCENT OF CLASS
The Vanguard Group 100 Vanguard Blvd., Malvern, PA 19355				33,965,479	(1)				10.0	%
T. Rowe Price Associates, Inc. 100 E. Pratt Street, Baltimore, MD 21202				30,615,477	(2)				9.0	%
BlackRock, Inc. 55 East 52nd Street, New York, NY 10055				27,764,923	(3)				8.2	%
Wellington Management Group LLP c/o Wellington Management Group LLP 280 Congress Street, Boston, MA 02210				17,940,589	(4)				5.3	%

 

(1)

The amount shown and the following information is derived from a Schedule 13G/A filed April 12, 2021 by The Vanguard Group, which sets forth their respective beneficial ownership as of March 31, 2021. According to the Schedule 13G/A, The Vanguard Group has shared voting power over 580,839 shares, sole dispositive power over 32,610,598 shares and shared dispositive power over 1,354,881 shares.

 

(2)

The amount shown and the following information is derived from a Schedule 13G/A filed February 16, 2021 by T. Rowe Price Associates, Inc. (“Price Associates”), which sets forth Price Associates’ beneficial ownership as of December 31, 2020. According to the Schedule 13G/A, Price Associates has sole voting power over 12,129,720 shares and sole dispositive power over 30,615,477 shares. Price Associates does not serve as custodian of the assets of any of its clients; accordingly, in each instance only the client or the client’s custodian or trustee bank has the right to receive dividends paid with respect to, and proceeds from the sale of, such securities. The ultimate power to direct the receipt of dividends paid with respect to, and the proceeds from the sale of, such securities, is vested in the individual and institutional clients which Price Associates serves as investment adviser. Any and all discretionary authority which has been delegated to Price Associates may be revoked in whole or in part at any time.

 

(3)

The amount shown and the following information is derived from a Schedule 13G/A filed February 5, 2021 by BlackRock, Inc. which sets forth BlackRock, Inc.’s beneficial ownership as of December 31, 2020. According to the Schedule 13G/A, BlackRock, Inc. has sole voting power over 25,156,776 shares and sole dispositive power over 27,764,923 shares.

 

(4)

The amount shown and the following information is derived from a Schedule 13G filed February 4, 2021 jointly by Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holding LLP, and Wellington Management Company LLP (collectively, the “Wellington Reporting Entities”), which sets forth their respective beneficial ownership as of December 31, 2021. According to the Schedule 13G, the Wellington Reporting Entities have shared voting power over 16,809,509 shares and shared dispositive power over 17,940,589 shares. The shares are owned of record by clients of one or more investment advisers directly or indirectly owned by Wellington Management Group LLP. Those clients have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, such shares. No such client is known to have such right or power with respect to more than five percent of the Company’s common stock.

 

 

 

14		2021 Proxy Statement		FORTIVE CORPORATION

 

		Proposal 1. Election of Directors

 

Overview of Director Nominees

Our eight director nominees are comprised of current directors with diverse skills, background, and experience, which the Board believes contributes to the effective oversight of the Company. Additional details on board membership criteria are set forth on page 29 under “Corporate Governance – Director Nomination Process.”

 

 

Skills and Attributes

 

Global Experience and International Exposure

7/8

Technology Experience, Including Software and Cybersecurity

6/8

Mergers and Acquisition Experience

8/8

Operational Management Experience

6/8

Senior Executive Leadership Experience

6/8

Financial Literacy or Public Accounting Experience

8/8

Public Company Board Experience

6/8

Capital Markets and Corporate Finance Experience

6/8

 

 

 

		2021 Proxy Statement		15

 

Proposal 1. Election of Directors

 

Election of Directors

At the Annual Meeting, shareholders will be asked to elect Daniel L. Comas, Feroz Dewan, Sharmistha Dubey, Rejji P. Hayes, James A. Lico, Kate D. Mitchell, Jeannine Sargent, and Alan G. Spoon (each of whom has been recommended by the Nominating and Governance Committee, has been nominated by the Board and currently serves as a director of Fortive) to serve a one-year term until the 2022 Annual Meeting of Shareholders and until his or her successor is duly elected and qualified. Mitchell P. Rales and Steven M. Rales will not stand for re-election and will retire from our Board as of the 2021 Annual Meeting. Although as of the date of this Proxy Statement the number of directors is fixed at ten, the Board has adopted a resolution that, effective as of the retirement of Messrs. Rales and Rales at the Annual Meeting, the size of the Board will be reduced to eight.

We have included information as of April 12, 2021 relating to each nominee for election as director, including his or her age, the year in which he or she became a director, his or her principal occupation, any board memberships at other public companies during the past five years, and the other experience, qualifications, attributes or skills that led the Board to conclude that he or she should continue to serve as a director of Fortive. Please see “Corporate Governance – Director Nomination Process” for a further discussion of the Board’s process for nominating Board candidates. In the event a nominee declines or is unable to serve, the proxies may be voted at the discretion of the proxy holders for a substitute nominee designated by the Board, or the Board may reduce the number of directors to be elected. We know of no reason why this will occur.

Director Nominees

 

 

 

 

 

16		2021 Proxy Statement		FORTIVE CORPORATION

 

Proposal 1. Election of Directors

 

 

 

 

 

 

 

 

 

 

 

 

		2021 Proxy Statement		17

 

Proposal 1. Election of Directors

 

 

 

 

 

 

 

 

 

 

 

18		2021 Proxy Statement		FORTIVE CORPORATION

 

Proposal 1. Election of Directors

 

 

 

 

 

 

 

 

 

		2021 Proxy Statement		19

 

Proposal 1. Election of Directors

 

 

 

				The Board of Directors recommends that shareholders vote “FOR” the election to the Board of each of the foregoing Director Nominees.

 

 

 

20		2021 Proxy Statement		FORTIVE CORPORATION

 

		Corporate Governance

 

Corporate Governance Overview

Our Board of Directors recognizes that protecting long-term value for our shareholders requires a robust framework of corporate governance that serves the best interests of all our shareholders.

The following are certain highlights demonstrating our Board’s dedication to strong corporate governance:

Governance Highlights

 

Corporate Governance Guidelines, Committee Charters and Standards of Conduct

As part of its ongoing commitment to good corporate governance, our Board of Directors has codified its corporate governance practices into a set of Corporate Governance Guidelines and adopted written charters for each of the Audit Committee, the Compensation Committee, the Nominating and Governance Committee, and the Finance Committee of the Board. The Board of Directors has also adopted our Standards of Conduct that includes, among other things, a code of business conduct and ethics for directors, officers (including our principal executive officer, principal financial officer and principal accounting officer) and employees. The Corporate Governance Guidelines, Audit Committee Charter, Compensation Committee Charter, Nominating and Governance Committee Charter, and Standards of Conduct referenced above are each available in the “Investors – Corporate Governance” section of our website at http://www.fortive.com.

 

 

 

		2021 Proxy Statement		21

 

Corporate Governance

 

Board Leadership Structure

The Board has separated the positions of Chairman and CEO because it believes that the separation of the positions best enables the Board to ensure that our businesses, risks, opportunities and affairs are managed effectively and in the best interests of our shareholders.

The entire Board selects its Chairman, and our Board has selected Alan G. Spoon, an independent director, as its Chairman, in light of Mr. Spoon’s independence and his deep experience and knowledge with corporate governance, board management, shareholder engagement, risk management and Fortive’s diverse businesses and industries.

As the independent Chairman of the Board, Mr. Spoon leads the activities of the Board, including:

 

•

Calling, and presiding over, all meetings of the Board;

 

•

Together with the CEO and the Corporate Secretary, setting the agenda for the Board;

 

•

Calling, and presiding over, the executive sessions of non-management directors and of the independent directors;

 

•

Advising the CEO on strategic aspects of the Company’s business, including developments and decisions that are to be discussed with, or would be of interest to, the Board;

 

•

Acting as a liaison as necessary between the non-management directors and the management of the Company; and

 

•

Acting as a liaison as necessary between the Board and the committees of the Board.

In the event that the Chairman of the Board is not an independent director, the Corporate Governance Guidelines provide that the independent directors, upon recommendation from the Nominating and Governance Committee, will select by majority vote an independent director to serve as the Lead Independent Director with the authority to:

 

•

Preside over all meetings of the Board at which the Chair is not present, including the executive sessions;

 

•

Call meetings of the independent directors;

 

•

Act as a liaison as necessary between the independent directors and the CEO; and

 

•

Advise with respect to the Board’s agenda.

The Board’s non-management directors meet in executive session following the Board’s regularly-scheduled meetings, with the executive sessions chaired by the independent Chairman. In addition, the independent directors meet as a group in executive session at least once a year.

 

 

 

22		2021 Proxy Statement		FORTIVE CORPORATION

 

Corporate Governance

 

Risk Oversight

The Board’s role in risk oversight at the Company is consistent with the Company’s leadership structure, with management having day-to-day responsibility for assessing and managing the Company’s risk exposure and the Board and its committees overseeing those efforts, with particular emphasis on the most significant risks facing the Company.

In determining to separate the position of the CEO and the Chairman, and in determining the appointment of the Chairman of the Board and the Chairs of the committees of the Board, the Board and the Nominating and Governance Committee considered the implementation of a governance structure and appointment of chairpersons with appropriate and relevant risk management experience that would enable Fortive to efficiently and effectively assess and oversee its risks.

Enterprise Risk Oversight by the Board of Directors

The Board oversees the Company’s risk management processes directly and through its committees. In general, the Board oversees the management of risks inherent in the operation of the Company’s businesses, the implementation of its strategic plan, its acquisition and capital allocation program, its capital structure and liquidity and its organizational structure, and also oversees the Company’s risk assessment and risk management policies. In addition, at least on an annual basis or more frequently as deemed appropriate by the Board, the Board reviews with senior leaders of the Company the Company’s enterprise risk management, with particular focus on the enterprise risks and opportunities with the greatest impact and highest probability. Furthermore, at least on an annual basis or more frequently as deemed appropriate by the Board, the Board reviews with the SVP – General Counsel our insurance policies, including our D&O insurance policy, general liability policy, and our information security risk insurance policy.

Portfolio and Operating Segment Risk Oversight by the Board of Directors

At each Board meeting, the Board oversees the Company’s performance and execution against the strategic goals for the Company’s operating segments, overall portfolio, and innovation, including overseeing the corresponding management of risks and opportunities. In addition, on an annual basis, the Board conducts a separate meeting dedicated entirely to deeper review of the acquisition, innovation, capital allocation, human capital and risk management strategies for each of the operating segments.

Risk Oversight by the Committees

 

 

 

 

 

		2021 Proxy Statement		23

 

Corporate Governance

 

Each committee reports to the full Board on a regular basis, including as appropriate with respect to the committee’s risk oversight activities. In addition, since risk issues often overlap, committees from time to time request that the full Board discuss particular risks.

Cybersecurity and Product Security Risk Oversight

The Board has delegated to the Audit Committee the responsibility of exercising oversight with respect to the Company’s cybersecurity risk management and risk controls, with the Chair of the Audit Committee having received CERT certification on cyber risk oversight. Consistent with such delegation, our Chief Information Officer provides a report to the Audit Committee on quarterly basis, and to the Board on an annual basis, regarding the Company’s cybersecurity program, including the Company’s compliance program, training program, monitoring, auditing, implementation and communication processes, controls, and procedures.

Corporate Social Responsibility Risk Oversight

The Board has delegated to the Nominating and Governance Committee the responsibility of exercising oversight with respect to the reporting of the Company’s corporate social responsibility disclosure. Consistent with such delegation, our SVP – General Counsel provides frequent reports and updates to the Nominating and Governance Committee, and a report to the Board on an annual basis, regarding the Company’s corporate social responsibility program and strategies, including the corresponding risks and opportunities, goals, progress, shareholder engagement and disclosure. See “Corporate Social Responsibility – Governance” for further discussion on governance structure of our Corporate Social Responsibility program.

Human Capital Management Risk Oversight

The Board has delegated to the Compensation Committee the responsibility of exercising oversight of the Company’s human capital and compensation risks, including oversight of overall compensation risks, overall retention risks and inclusion and diversity strategies. Our SVP of Human Resources provides regular reports on compensation and other human capital management risks, trends, best practices, strategies and disclosure to the Compensation Committee, with additional reports throughout the year to the full Board on succession planning, employee engagement, inclusion and diversity, talent development, company culture and alignment of human capital strategies with the Company’s overall portfolio and operational strategies.

Risk Committee

The Company’s Risk Committee (consisting of members of senior management) inventories, assesses and prioritizes the most significant risks facing the Company as well as related mitigation efforts, and, on at least an annual basis, provides a report to the Board and provides a report of the process to the Audit Committee.

 

 

 

24		2021 Proxy Statement		FORTIVE CORPORATION

 

Corporate Governance

 

Management Succession Planning

The Compensation Committee and the entire Board oversees the recruitment, development, and retention of our executive officers, including oversight of management succession planning. In addition to the formal activities noted below, the Board and its committee members engage and assess our executive officers and high-potential employees during management presentations, our annual multi-day leadership conference, visits to our operating companies, and periodic informal meetings.

 

 

Director Independence

 

 

Board of Directors and Committees of the Board

Director Attendance

In 2020, the Board met nine times (including a separate session dedicated to portfolio strategy) and acted by unanimous written consent four times. All directors attended at least 75% of the aggregate of the total number of meetings of the Board and of all committees of the Board on which they served during 2020. As a general matter, directors are expected to attend annual meetings of shareholders. Each of the directors serving on the Board at the time attended the 2020 Annual Meeting of Shareholders.

 

 

 

		2021 Proxy Statement		25

 

Corporate Governance

 

Committee Membership

The membership of each of the Audit, Compensation, Nominating and Governance and Finance committees as of April 12, 2021 is set forth below.

 

NAME OF DIRECTOR		AUDIT		COMPENSATION		NOMINATING AND GOVERNANCE		FINANCE
Daniel L. Comas
Feroz Dewan						Member
Sharmistha Dubey				Member
Rejji P. Hayes		Member		Member
James A. Lico								Member
Kate D. Mitchell		Member		Chair
Mitchell P. Rales*								Member
Steven M. Rales*								Member
Jeannine Sargent		Chair		Member		Chair
Alan G. Spoon						Member		Chair

 

*	Messrs. Rales and Rales are retiring from our Board at the Annual Meeting.

Audit Committee

In 2020, the Audit Committee met eight times.

The Audit Committee is responsible for:

 

•

Assessing the qualifications and independence of Fortive’s independent auditors;

 

•

Appointing, compensating, retaining, and evaluating Fortive’s independent auditors;

 

•

Overseeing the quality and integrity of Fortive’s financial statements and making a recommendation to the Board regarding the inclusion of the audited financial statements in Fortive’s Annual Report on Form 10-K;

 

•

Overseeing Fortive’s internal auditing processes;

 

•

Overseeing management’s assessment of the effectiveness of Fortive’s internal control over financial reporting;

 

•

Overseeing management’s assessment of the effectiveness of Fortive’s disclosure controls and procedures;

 

•

Overseeing risks related to financial controls, legal and compliance risks and major financial, privacy, security and business continuity risks;

 

•

Overseeing Fortive’s risk assessment and risk management policies;

 

•

Overseeing Fortive’s compliance with legal and regulatory requirements;

 

•

Overseeing Fortive’s cybersecurity and product security risk management and risk controls; and

 

•

Overseeing swap and derivative transactions and related policies and procedures.

The Audit Committee relies on the expertise and knowledge of management, the internal auditor, and the independent auditor in carrying out its oversight responsibilities. Management is responsible for the preparation, presentation, and integrity of Fortive’s financial statements, accounting and financial reporting principles, internal control over financial reporting, and disclosure controls and procedures designed to ensure compliance with accounting standards, applicable laws, and regulations. Management is also responsible for objectively reviewing and evaluating the adequacy, effectiveness, and quality of Fortive’s system of internal control over financial reporting. Fortive’s independent auditor, Ernst & Young LLP, is responsible for performing independent audits of Fortive’s financial statements and internal control over financial reporting and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States.

 

 

 

26		2021 Proxy Statement		FORTIVE CORPORATION

 

Corporate Governance

 

The Audit Committee also prepares a report as required by the SEC to be included in this proxy statement. The Audit Committee typically meets in executive session, without the presence of management, at each regularly scheduled meeting, and reports to the Board on its actions and recommendations at each regularly scheduled Board meeting.

The Board has determined that each member of the Audit Committee is:

 

•

Independent for purposes of Rule 10A-3(b)(1) under the Securities Exchange Act and the NYSE listing standards;

 

•

Qualified as an audit committee financial expert as that term is defined in SEC rules; and

 

•

Financially literate within the meaning of the NYSE listing standards.

Furthermore, as of the date of this proxy statement, no Audit Committee member serves on the audit committee of more than three public companies.

Compensation Committee

In 2020, the Compensation Committee met seven times and acted by unanimous written consent one time.

The Compensation Committee is responsible for:

 

•

Determining and approving the form and amount of annual compensation of the CEO and our other executive officers, including evaluating the performance of, and approving the compensation paid to, our CEO and other executive officers;

 

•

Reviewing and making recommendations to the Board with respect to the adoption, amendment and termination of all executive incentive compensation plans and all equity compensation plans, and exercising all authority with respect to the administration of such plans;

 

•

Reviewing and making recommendations to the Board with respect to the form and amounts of director compensation;

 

•

Overseeing and monitoring compliance with Fortive’s compensation recoupment policy;

 

•

Overseeing and monitoring compliance by directors and executive officers with Fortive’s stock ownership requirements;

 

•

Overseeing risks associated with Fortive’s compensation policies and practices;

 

•

Overseeing our engagement with shareholders and proxy advisory firms regarding executive compensation matters;

 

•

Assisting the Board in oversight of our human capital management practices, including strategies, risk management, employee retention and inclusive and diverse culture;

 

•

Overseeing the Company’s reporting on the Company’s human capital management practices; and

 

•

Reviewing and discussing with management the Compensation Discussion & Analysis (“CD&A”) in the annual proxy statement and recommending to the Board the inclusion of the CD&A in the proxy statement.

The Chair of the Compensation Committee works with our Senior Vice President-Human Resources and our Corporate Secretary to schedule the Compensation Committee’s meetings and set the agenda for each meeting. Our Senior Vice President-Human Resources, Vice President-Total Rewards, Senior Vice President-General Counsel, and Vice President-Associate General Counsel and Secretary generally attend, and from time-to-time our CEO and CFO attend, the Compensation Committee meetings and support the Compensation Committee in preparing meeting materials and taking meeting minutes. In particular, our CEO provides background regarding the interrelationship between our business objectives and executive compensation matters and advises on the alignment of incentive plan performance measures with our overall strategy; participates in the Compensation Committee’s discussions regarding the performance and compensation of the other executive officers; and provides recommendations to the Compensation Committee regarding all significant elements of compensation paid to such other executive officers, their annual, personal performance objectives and his evaluation of their performance. The Compensation Committee typically meets in executive session, without the presence of management, at each regularly scheduled meeting, and reports to the Board on its actions and recommendation at each regularly scheduled Board meeting.

 

 

 

		2021 Proxy Statement		27

 

Corporate Governance

 

Under the terms of its charter, the Compensation Committee has the authority to engage the services of outside advisors and experts to assist the Compensation Committee. Following the assessment and determination of Pearl Meyer & Partners, LLC’s (“Pearl Meyer”) independence from Fortive’s management, the Compensation Committee engaged Pearl Meyer as the Compensation Committee’s independent compensation consultant for 2020. The Compensation Committee had the sole discretion and authority to select, retain and terminate Pearl Meyer as well as to approve any fees, terms and other conditions of its services. Pearl Meyer reported directly to the Compensation Committee and took its direction solely from the Compensation Committee. Pearl Meyer’s primary responsibilities in 2020 were to provide advice and data in connection with the selection of Fortive’s peer group for assessing executive compensation, the structuring of the executive compensation programs in 2020 and 2021, the compensation levels for our executive officers, and the compensation levels for our directors; assess our executive compensation program in the context of market practices and corporate governance best practices; and advise the Compensation Committee regarding our proposed executive compensation public disclosures. In the course of discharging its responsibilities, the Compensation Committee’s independent compensation consultant may, from time to time and with the Compensation Committee’s consent, request from management certain information regarding compensation amounts and practices, the interrelationship between our business objectives and executive compensation matters, the nature of our executive officer responsibilities and other business information. Pearl Meyer did not provide any services to Fortive or its management in 2020, and the Compensation Committee is not aware of any work performed by Pearl Meyer that raises any conflicts of interest.

Each member of the Compensation Committee is:

 

•

A non-employee director for purposes of Rule 16b-3 under the Securities Exchange Act; and

 

•

Based on the determination of the Board, independent under NYSE listing standards and under Rule 10C-1 under the Securities Exchange Act.

Compensation Committee Interlocks and Insider Participation

During 2020, none of the members of the Compensation Committee was an officer or employee of Fortive. No executive officer of Fortive served on the compensation committee (or other board committee performing equivalent functions) or on the board of directors of any entity having an executive officer who served on the Compensation Committee.

Nominating and Governance Committee

In 2020, the Nominating and Governance Committee met three times.

The Nominating and Governance Committee is responsible for:

 

•

Reviewing and making recommendations to the Board regarding the size, classification and composition of the Board;

 

•

Assisting the Board in identifying individuals qualified to become Board members;

 

•

Assisting the Board in identifying characteristics, skills, and experiences for the Board with the objective of having a Board with diverse backgrounds, experiences, skills, and perspectives;

 

•

Proposing to the Board the director nominees for election by our shareholders at each annual meeting;

 

•

Assisting the Board in determining the independence and qualifications of the Board and Committee members and making recommendations to the Board regarding committee membership;

 

•

Developing and making recommendations to the Board regarding a set of corporate governance guidelines and reviewing such guidelines on an annual basis;

 

•

Overseeing compliance with the corporate governance guidelines;

 

•

Overseeing director education and director orientation process and programs;

 

•

Overseeing Fortive’s corporate social responsibility reporting;

 

 

 

28		2021 Proxy Statement		FORTIVE CORPORATION

 

Corporate Governance

 

•

Assisting the Board and the Committees in engaging in annual self-assessment of their performance; and

 

•

Administering Fortive’s Related Person Transactions Policy.

The Board has determined that each member of the Nominating and Governance Committee is independent within the meaning of the NYSE listing standards.

The Nominating and Governance Committee typically meets in executive session, without the presence of management, at each regularly scheduled meeting and reports to the Board on its actions and recommendations at each regularly scheduled Board meeting.

Finance Committee

The Finance Committee assists the Board in assessing potential acquisition, investment and divestiture opportunities and approving business acquisitions, investments and divestitures up to the levels of authority delegated to it by the Board.

Director Nomination Process

The Nominating and Governance Committee recommends to the Board director candidates for nomination and election at the annual meeting of shareholders and, in the event of vacancies between annual meetings of shareholders, for appointment to fill such vacancies.

Board Membership Criteria

In assessing the candidates for recommendation to the Board as director nominees, the Nominating and Governance Committee will evaluate such candidates against the standards and qualifications set out in our Corporate Governance Guidelines, including:

 

 

The Nominating and Governance Committee annually reviews with the Board the skills, knowledge, experience, background and attributes required of Board nominees, considering current Board composition and the Company’s circumstances. In making its recommendations to our Board, the Nominating and Governance Committee considers the criteria noted above, as well as, among others, the following skills, knowledge, experience, background and attributes:

Skills and Attributes

 

 

 

 

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Corporate Governance

 

The Nominating and Governance Committee takes into account a candidate’s ability to contribute to the diversity of perspective and analysis of the Board and, as such, believes it is important to consider attributes such as race, ethnicity, gender, age, education, cultural experience, and professional experience in evaluating candidates who may be able to contribute to the diverse perspective and practical insight of the Board as a whole. Although we do not have a formal diversity policy and the Board does not make any particular weighting of diversity or any other characteristic in evaluating nominees and directors, the Board’s and the Nominating and Governance Committee’s commitment to diversity as an essential consideration in the director nominee selection process has been documented in both the Corporate Governance Guidelines and the Nominating and Governance Committee’s Charter.

Director Evaluation and Board Refreshment Process

On an annual basis, the Nominating and Governance Committee reviews and assesses, with input from the various other committees, the process for the annual self-assessment of the full Board and each of the committees of the Board. The process assessment takes into account the feedback from the directors on the effectiveness of the prior self-assessment process, incremental perspective and expertise a new director may bring, and input from the shareholder engagement process. The following describes the self-assessment process implemented and conducted by the Board and the committees of the Board in 2020.

 

 

 

 

 

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Corporate Governance

 

Shareholder Recommendations

Shareholders may recommend a director nominee to the Nominating and Governance Committee. A shareholder who wishes to recommend a prospective nominee for the Board should notify the Nominating and Governance Committee in writing using the procedures described below under “—Communications with the Board of Directors” with whatever supporting material the shareholder considers appropriate. If a prospective nominee has been identified other than in connection with a director search process initiated by the Nominating and Governance Committee, the Nominating and Governance Committee makes an initial determination as to whether to conduct a full evaluation of the candidate. The Nominating and Governance Committee’s determination of whether to conduct a full evaluation is based primarily on the Nominating and Governance Committee’s view as to whether a new or additional Board member is necessary or appropriate at such time, and the likelihood that the prospective nominee can satisfy the evaluation factors described above under “—Board Membership Criteria” and any such other factors as the Nominating and Governance Committee may deem appropriate. The Nominating and Governance Committee takes into account whatever information is provided to it with the recommendation of the prospective candidate and any additional inquiries the Nominating and Governance Committee may in its discretion conduct or have conducted with respect to such prospective nominee. The Nominating and Governance Committee evaluates director nominees in the same manner whether a shareholder or the Board has recommended the candidate.

Proxy Access

Pursuant to the proxy access provisions in Section 2.12 of our Amended and Restated Bylaws, a shareholder, or group of up to 20 shareholders, owning 3% or more of Fortive’s outstanding shares of common stock continuously for at least three years may nominate and include in our proxy materials directors constituting up to 20% of the Board. With respect to the 2022 Annual Meeting of Shareholders, the nomination notice and other materials required by these provisions must be delivered or mailed to and received by Fortive’s Secretary in writing between November 27, 2020 and December 27, 2021 (or, if the 2022 Annual Meeting of Shareholders is called for a date that is not within 30 calendar days of the anniversary of the date of the Annual Meeting, by the later of the close of business on the date that is 120 days prior to the date of the 2022 Annual Meeting of Shareholders or within 10 days after the public announcement of the date of the 2022 Annual Meeting of Shareholders) at the following address: Fortive Corporation, Attn: Secretary, 6920 Seaway Blvd., Everett, WA 98203. When submitting nominees for inclusion in the proxy materials pursuant to the proxy access provisions, shareholders must follow the notice procedures and provide the information required by our Amended and Restated Bylaws. Our Amended and Restated Bylaws are available at “Investor—Corporate Governance” section of our corporate website, http://www.fortive.com.

Majority Voting for Directors

Our Amended and Restated Bylaws provide for majority voting in uncontested director elections, and our Board has adopted a related director resignation policy. Under the policy, our Board will not appoint or nominate for election to the Board any person who has not tendered in advance an irrevocable resignation effective in such circumstances where the individual does not receive a majority of the votes cast in an uncontested election and such resignation is accepted by the Board. If an incumbent director is not elected by a majority of the votes cast in an uncontested election, our Nominating and Governance Committee will submit for prompt consideration by the Board a recommendation whether to accept or reject the director’s resignation. The Board expects the director whose resignation is under consideration to abstain from participating in any decision regarding that resignation.

At any meeting of shareholders for which Fortive’s Secretary receives a notice that a shareholder has nominated a person for election to the Board in compliance with our Amended and Restated Bylaws and such nomination has not been withdrawn on or before the tenth day before we first mail our notice of meeting to our shareholders, the directors will be elected by a plurality of the votes cast (which means that the nominees who receive the most affirmative votes would be elected to serve as directors).

 

 

 

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Corporate Governance

 

Communications with the Board of Directors

Shareholders and other parties interested in communicating directly with the Board or with individual directors, the independent Chairman of the Board or, if the Chairman is not independent, the Lead Independent Director, or the non-management directors as a group may do so by addressing communications to the Board of Directors, to the specified individual director or to the non-management directors, as applicable, c/o Secretary, Fortive Corporation, 6920 Seaway Blvd, Everett, WA 98203.

Shareholder Engagement

 

 

 

 

 

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		Corporate Social Responsibility (ESG)

 

Corporate Responsibility Overview

At Fortive, corporate responsibility is inextricably entwined with our shared purpose: essential technology for the people who accelerate progress. Both share our spirit of generosity and optimism and reflect our conviction that things can be better when we apply our time, talents, and teamwork. Generosity and optimism are part of who we are, so this happens organically. We see empowering our employees as a powerful accelerator.

One of our four values is kaizen is our way of life. This commitment to continuous improvement inspires us to measure our impact and create innovative ways to amplify it. It inspires us to come up with new solutions to pressing problems, and to set ambitious goals and hold ourselves accountable, viewing everything through that lens of continuous improvement.

As a growing company serving a wide range of industries and customers, we recognize that global reach and global responsibility go hand in hand. We are committed to having a positive impact on the industries and communities we serve at every level, from products and processes to people.

 

				2020 CSR Areas of Focus
ENVIRONMENT				SOCIAL				GOVERNANCE
As a global company, we are aware of the impacts of climate change on our business and employees, customers, communities, and the planet. We are committed to reducing our impacts on the local and global environment.				We established the Fortive Foundation in 2019 to accelerate our philanthropic efforts and corporate giving. The Foundation provides grants to support charitable initiatives globally and in our communities.				Our work on environmental, social, governance and corporate citizenship are of interest to a greater cross- section of our stakeholders, including investors.

Environment

In 2019, we announced our first GHG emissions goal to achieve a 40% reduction in GHG emissions intensity¹ by 2030 relative to our 2017 base year. We published our then-current GHG inventory via CDP, and after the separation of Vontier in October 2020, updated our GHG inventory to reflect our current business profile. We will publish our updated GHG emissions inventory and performance in our 2021 Corporate Responsibility Report and the 2021 CDP Climate Change disclosure.

In 2020, we enhanced the rigor of our sustainability processes and systems to improve data integrity and align to industry best practices. Specifically, we:

 

Transitioned our annual sustainability data collection process to a quarterly data collection process using the Intelex Sustainability Performance Indicators (SPI) application, a purpose-built sustainability software solution,

 

Aligned our GHG accounting and reporting practices to The Greenhouse Gas (GHG) Protocol – Corporate Accounting and Reporting Standards, and

 

Submitted our first full, public CDP Climate Change disclosure.

 

1	Metric tons of carbon dioxide equivalent per U.S. dollar revenue (MTCO2e/$ revenue)

 

 

 

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Corporate Social Responsibility (ESG)

 

We actively seek opportunities to reduce energy use, improve energy efficiency, and integrate sustainability principles into everyday operations. Our energy kaizen program equips and empowers employees to review operations and identify opportunities to save energy (and thereby reduce costs) which reduce GHG emissions. Our internal energy kaizen teams leverage Fortive OpCo products and services, including a toolkit which includes measurement and testing devices, over half of which are Fluke^® devices.

Social

We established the Fortive Foundation in 2019 to accelerate our philanthropic efforts and corporate giving. The Foundation provides grants to support charitable initiatives globally and in our communities. In 2020, the Fortive Foundation made significant charitable donations focused on three strategic areas: support for at-risk communities impacted by the COVID-19 pandemic, social justice and racial equality, and communities impacted by natural disasters worldwide. The Foundation’s donations were directed to organizations that support these efforts.

In 2020, the Fortive Foundation made keynote donations to these organizations:

 

We also sponsor the Fortive Scholarship Program, supporting children of our employees in their undergraduate and graduate studies through scholarship funds. Through the Scholarship Program, scholarships are awarded based on academic performance, leadership potential, and economic need. Each scholarship is renewable for up to three years.

 

 

 

 

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Corporate Social Responsibility (ESG)

 

Day of Caring

Fortive’s commitment to community service is core to who we are. Our annual Day of Caring is a commitment we make to employees and the communities where we live and work, to support their investment in the local communities through service. In spite of the challenges of conducting community service in 2020 (e.g., social distancing requirements, individual health circumstances), we maintained strong Day of Caring engagement in 2020, leveraging our culture of innovation to identify new and revised ways to engage and support our local communities.

Our teams around the world lead our Day of Caring efforts from a grassroots level—in their communities in the areas that will have the most impact and are also close to their hearts. Although we stood up the Day of Caring idea across Fortive, the power and passion has been led by our people and teams globally. In 2020, each of our operating companies participated, donating an estimated 35,000 hours in over 60 communities across 25 countries globally.

COVID-19 Response

Fortive mounted a massive global response to the COVID-19 pandemic, enabled by FBS, to ensure our employees and customers were safe. Using virtual project management tools, our Fortive COVID-19 response teams collaborated daily to develop hundreds of pieces of standard work to keep our employees safe and our essential customers up and running. Through it all, we innovated and cared for our employees, communities, and customers – and the healthcare professionals and first responders who rely on their products and services for patients’ and their own safety.

At our Everett, Washington facility, we designed and produced face shields to support local Pacific Northwest communities who had shortages of critical PPE during the onset of the COVID-19 pandemic. The design team worked with our tool-supplier based in China to go from design to a finished tool in 14 days. We donated and shipped over 50,000 face shields in 2020 to more than 100 facilities across the US, including hospitals, clinics, retirement homes, dental offices, and schools.

We applied the principles of lean and kaizen to scale production capacity of ventilator components from 1,000 assemblies per week to nearly 20,000 per week, supporting customers who were producing these units. We transformed a 55 sq. ft production cell with one operator into a 160 sq. ft cell to accommodate four full-time operators and run multiple shifts. The new production area also accommodates social distancing to protect the safety of our operators.

We pivoted quickly to develop easy-to-install versions of our room pressure indicator product. By containing airborne pathogens in the room, the new product enabled medical facilities to reduce the risk of airborne transmission through automated air pressure sensors. This enabled customers to install the room pressure indicator in stand-up or repurposed patient rooms to effectively convert them into isolation rooms. Our product provided hospitals and medical facilities much-needed versatility in the early months of the pandemic.

 

 

 

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Corporate Social Responsibility (ESG)

 

Governance

 

Fortive CSR process Board SVP/General Counsel Director of Sustainability EHS Leadership Council Fortive's CSR process is overseen by our Senior Vice President and General Counsel Peter Underwood. Mr Underwood reports directly to the CEO, and his responsibilities include oversight of the EHS function, CSR and Risk Management. Mr. Underwood provide periodic updates to the Nominating and Corporate Governance Committee and the full Board of Directors on CSR-related activities. In 2020 we hired a Director of Sustainability, Alexis Fuge, demonstrating our support of and commitment to the professionalization and growth of the CSR program. Ms. Fuge reports to Mr. Underwood, and on a quarterly basis, Ms. Fuge briefs the senior leadership team on CSR and Sustainability related matters. Mr. Underwood is the executive sponsor of the EHS Leadership Council (EHSLC), comprised of senior EHS and Sustainability leaders across OpCos. Ms. Fuge is a member of the EHSLC, representing the corporate CSR and Sustainability programs. The EHSLC meets bi-weekly and provides input on CSR and Sustainability related matters. The EHSLC facilitates communication between corporate EHS and Sustainability leaders and the EHS, Operations and Facilities teams across OpCos. The bi-directional nature of the Council's role ensures corporate leaders have a mechanism to obtain voice of the customer for operations-focused initiatives (e.g. emissions reduction projects).

 

 

 

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		Human Capital Management

 

Empowering our talented global team to contribute in meaningful ways is a critical component of our strategy and our success. To support the advancement of our employees and the success of our Company, we invest in and develop our employees at every level. We are committed to creating a challenging and collaborative culture and environment where our employees can grow, develop, and do their best work.

 

COVID-19

In the uncertainty that immediately followed the COVID-19 pandemic, we were guided by five key pillars in our response to our employees: Safety, Transparency, Empathy, Science and Employee Trust. The policies we implemented were guided with the safety of our employees, their families, our customers, and our communities as the number one priority, with our actions informed by data and expert public health guidance. The manner in which we considered and communicated our policies and actions were driven by the recognition of, and empathy for, the uncertainty, fear and real-life impact caused by the pandemic for our colleagues. With that in mind, we focused on being agile and transparent on what we were doing and why we were doing it while listening to ongoing feedback from our global teams and quickly making changes where needed. We did our best to accommodate the needs of our people as they managed through an incredibly difficult year personally and professionally.

Driven by our values, we:

Formed global and local response teams at every level to create hundreds of standard processes to share best practices and streamline communication to keep our employees safe and informed;

Quickly made the decision to enable and then mandate remote work for those who were able to do so while ensuring that our essential manufacturing team members had the education, resources and support needed to stay safe on the job;

Provided subsidized childcare and other caregiver services as well as parental counseling;

Ensured pay continuity for quarantine periods for our employees;

Acted quickly to limit and then stop business travel; and

Waived deductibles, co-pays, and co-insurance for COVID-19 testing or treatment as well as all virtual healthcare visits;

Created flexible shifts and schedules to accommodate childcare and other family or personal needs;

Provided enhanced counseling and mental health coverage and services on a global basis.

 

 

 

 

 

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Human Capital Management

 

Workforce Diversity

 

 

Employee Development

We are committed to our employees’ continued learning, development, and success. To respond to our growing business and technology changes, our Leadership, Development & Learning team has adopted a blended learning approach that combines online digital learning with classroom teaching and coaching to effectively scale continuous learning and accelerate our ability to learn quickly and remain agile throughout Fortive. With the challenges presented by the COVID-19 pandemic, we further enhanced our virtual and online learning and development platform to ensure safety of our employees without compromising our commitment to our employees’ ongoing career success.

 

 

 

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Human Capital Management

 

The following is a summary of some of the key support we provide to our employees to further their learning and development:

 

The Fortive9				The Fortive9 is our leadership framework that is critical to how we guide the development of our employees because the Fortive9 is how we aspire to work, deliver value, and build organization capability. Examples of the Fortive9 include Customer Obsessed, Innovation, and Team and Talent Development.
People Leader Experience				Comprehensive learning for both new and experienced leaders, harnessing the best of interactive learning, and providing the critical tools as our employees assume greater people leadership responsibilities throughout their career with us.
Accelerated Leadership Experience				Designed for high performing employees to experience running Fortive businesses or functions, we use immersive, experiential learning, where individuals can drive personal progress and overcome obstacles to fulfill their leadership potential.
FBS Office and University				FBS Office is dedicated to strategically imbed FBS in everything we do, from innovations to operations. FBS University, our proprietary virtual and hands-on learning environment, develops and reinforces learning for hundreds of FBS Champions across our Company each year.
FBS Ignite				An immersive development experience that leverages the diversity of our operating companies. Supported with intensive development in the FBS toolset, active mentoring from the FBS Office, and executive career coaching, participants advance their FBS expertise and business acumen.
Growth Accelerator				A key development experience that enables our team to solve challenges in new, inspiring ways through three key innovation tools, Deep Customer Insight, Solution Generation, and Experimentation, each designed to enable our employees to develop critical solutions for our customers.

Each one of these investments in our team delivers value to both our people and our customers, with the investments focused on development that adds most value to stakeholders.

 

 

 

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