UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

June 7, 2022

Date of Report (Date of Earliest Event Reported)

 

Fortive Corporation

(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware		001-37654		47-5654583
(State or Other Jurisdiction Of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

6920 Seaway Blvd

Everett, WA 98203

(Address of principal executive offices)

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

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Act:

 

Title of Each Class		Trading Symbols		Name of Each Exchange on Which Registered
Common stock, par value $.01 per share		FTV		New York Stock Exchange

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 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the 2022 Annual Meeting of Shareholders (the “Annual Meeting”) of Fortive Corporation (the “Company”) held on June 7, 2022, the Company’s shareholders approved a proposal to amend the Company’s Restated Certificate of Incorporation (the “COI”) to eliminate the supermajority voting requirements (the “Supermajority Elimination Amendment”) contained in the COI. No conforming amendments to the Company’s Amended and Restated Bylaws (the “Bylaws”) were required for the Supermajority Elimination Amendment.

A Certificate of Amendment setting forth the Supermajority Elimination Amendment was filed with the Secretary of State of the State of Delaware and became effective on June 7, 2022.    

The foregoing description is qualified in its entirety by reference to the text of the Certificate of Amendment attached hereto as Exhibit 3.1 to this Current Report.

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

At the Annual Meeting held on June 7, 2022, the Company’s shareholders voted on the following five proposals:

Proposal 1: To elect the eight directors named in the Proxy Statement to terms expiring at the 2023 Annual Meeting of Shareholders of the Company and until their successors are duly elected and qualified. Each nominee for director was elected by a vote of the shareholders as follows:

 

		For				Against				Abstain				Broker Non- Votes
Daniel L. Comas			309,812,413				2,060,294				102,305				13,170,247
Sharmistha Dubey			306,044,782				5,823,500				106,730				13,170,247
Rejji P. Hayes			309,993,848				1,876,522				104,642				13,170,247
Wright Lassiter III			311,126,841				738,963				109,208				13,170,247
James A. Lico			311,140,504				737,946				96,562				13,170,247
Kate D. Mitchell			301,863,000				10,016,737				95,275				13,170,247
Jeannine Sargent			309,422,947				2,456,506				95,559				13,170,247
Alan G. Spoon			294,534,221				16,963,058				477,733				13,170,247

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			279,559,346
Against			32,126,333
Abstain			289,333
Broker Non-Votes			13,170,247

Proposal 3: To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022. The proposal was approved by a vote of the shareholders as follows:

 

For			306,271,544
Against			18,743,133
Abstain			130,582

 

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Proposal 4: To approve an amendment to the Company’s Restated Certificate of Incorporation to eliminate the supermajority voting requirements. The proposal was approved by a vote of the shareholders as follows

 

For			311,641,333
Against			189,617
Abstain			144,062
Broker Non-Votes			13,170,247

Proposal 5: To consider and act upon a shareholder proposal regarding elimination of the supermajority voting requirements. The proposal was approved by a vote of the shareholders as follows:

 

For			172,447,899
Against			139,179,137
Abstain			347,976
Broker Non-Votes			13,170,247

 

Item 9.01

Financial Statements and Exhibits

 

(d)

Exhibits.

 

Exhibit No.		Description
3.1		Certificate of Amendment
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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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.

 

Date: June 9, 2022

 

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