Fortive 8-K 2024-06-04

Filed 2024-06-07. 1 sections, 6K characters. Original on sec.gov · Markdown · JSON

Form 8-K

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 4, 2024

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
3.700% Notes due 2026	FTV26A	New York Stock Exchange
3.700% Notes due 2029	FTV29	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

At the Annual Meeting held on June 4, 2024, the Company’s shareholders voted on the following five proposals:

Proposal 1: To elect the nine director nominees named in the Proxy Statement, each for a one-year term expiring at the 2025 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		285,843,045		25,918,202		286,490		12,488,170
Daniel L. Comas		306,451,699		5,314,727		281,311		12,488,170
Sharmistha Dubey		280,714,092		31,048,850		284,795		12,488,170
Rejji P. Hayes		287,539,834		24,220,144		287,759		12,488,170
Wright L. Lassiter III		283,348,343		28,412,605		286,789		12,488,170
James A. Lico		287,639,452		24,123,649		284,636		12,488,170
Kate D. Mitchell		267,844,415		43,919,619		283,703		12,488,170
Jeannine Sargent		283,039,025		28,717,436		291,276		12,488,170
Alan G. Spoon		257,282,813		54,359,273		405,651		12,488,170

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			287,274,473
Against			23,800,348
Abstain			972,916
Broker Non-Votes			12,488,170

Proposal 3: To approve amendments to the Company’s Restated Certification of Incorporation to include an officer exculpation provision. The proposal was approved by a vote of the shareholders as follows:


For			278,789,109
Against			32,330,816
Abstain			927,812
Broker Non-Votes			12,488,170

Proposal 4: To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024. The proposal was approved by a vote of the shareholders as follows:


For			312,843,140
Against			11,373,499
Abstain			319,268

Proposal 5: To consider and act upon a shareholder proposal to approve an amendment to the Company’s Bylaws to require shareholder approval of director compensation. The proposal was rejected by a vote of the shareholders as follows:


For			5,454,519
Against			304,984,147
Abstain			1,609,071
Broker Non-Votes			12,488,170

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 7, 2024