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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported)
(Exact Name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission file Number) |
(I.R.S. Employer Identification No.) |
| (Address of principal executive offices) |
Registrant’s telephone number, including area code:
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities Registered Pursuant to Section 12(b) of the Act:
| Title of Each Class |
Trading |
Name of Each Exchange | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the 2023 Annual Meeting of Shareholders of Fortive Corporation (the “Company”) held on June 6, 2023, the Company’s shareholders voted on the following five proposals:
Proposal 1: To elect the nine director nominees named in the Company’s Proxy Statement filed with the U.S. Securities and Exchange Commission on April 24, 2023, each for a one-year term expiring at the 2024 annual meeting and until his or her respective successor is duly elected and qualified. Each nominee for director was elected by a vote of the shareholders as follows:
| For | Against | Abstain | Broker Non- Votes |
|||||||||||||
| Eric Branderiz |
316,949,529 | 525,495 | 171,473 | 10,540,776 | ||||||||||||
| Daniel L. Comas |
312,898,790 | 4,578,359 | 169,348 | 10,540,776 | ||||||||||||
| Sharmistha Dubey |
310,566,994 | 6,906,777 | 172,726 | 10,540,776 | ||||||||||||
| Rejji P. Hayes |
316,727,067 | 744,813 | 174,617 | 10,540,776 | ||||||||||||
| Wright L. Lassiter III |
313,026,937 | 4,448,779 | 170,781 | 10,540,776 | ||||||||||||
| James A. Lico |
316,770,791 | 700,558 | 175,148 | 10,540,776 | ||||||||||||
| Kate D. Mitchell |
303,822,291 | 13,656,968 | 167,238 | 10,540,776 | ||||||||||||
| Jeannine Sargent |
315,051,985 | 2,419,993 | 174,519 | 10,540,776 | ||||||||||||
| Alan G. Spoon |
286,499,440 | 30,536,120 | 610,937 | 10,540,776 | ||||||||||||
Proposal 2: To approve on an advisory basis the Company’s named executive officer compensation. The proposal was approved by a vote of the shareholders as follows:
| For |
227,318,216 | |||
| Against |
89,673,418 | |||
| Abstain |
654,863 | |||
| Broker Non-Votes |
10,540,776 |
Proposal 3: To hold an advisory vote relating to the frequency of future shareholder advisory votes on the Company’s named executive officer compensation. The option of every “One Year” received the highest number of votes by the shareholders as follows:
| One Year |
314,465,789 | |||
| Two Years |
83,420 | |||
| Three Years |
2,946,983 | |||
| Abstain |
150,305 | |||
| Broker Non-Votes |
10,540,776 |
Based on the voting results set forth above with respect to Proposal 3 and consistent with the Board’s prior recommendation, the Board of Directors has adopted a policy to hold an annual advisory vote on named executive officer compensation until the next required vote on the frequency of future shareholder advisory votes on the Company’s named executive officer compensation.
Proposal 4: To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. The proposal was approved by a vote of the shareholders as follows:
| For |
317,262,372 | |||
| Against |
10,718,172 | |||
| Abstain |
206,729 |
Proposal 5: To consider and act upon a shareholder proposal seeking shareholder ratification of termination pay. The proposal was rejected by a vote of the shareholders as follows:
| For |
22,436,436 | |||
| Against |
294,052,563 | |||
| Abstain |
1,157,498 | |||
| Broker Non-Votes |
10,540,776 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FORTIVE CORPORATION | ||||||
| By: | /s/ Daniel B. Kim | |||||
| Name: Daniel B. Kim | ||||||
| Title: Vice President - Associate General Counsel and Secretary | ||||||
| Date: June 9, 2023 | ||||||
