Form: 8-K

Current report filing

June 9, 2023

Fortive Corp false 0001659166 0001659166 2023-06-06 2023-06-06

 

 

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 6, 2023

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 5.07

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