Thermo Fisher Scientific 8-K 2023-05-24

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

Date of Report (Date of earliest event reported): May 24, 2023

THERMO FISHER SCIENTIFIC INC.

(Exact name of Registrant as specified in its Charter)

168 Third Avenue

Waltham, Massachusetts 02451

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (781) 622-1000

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 (see General Instruction A.2. below):

☐ 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:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or (§230.405 of this chapter) 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Amended and Restated 2013 Stock Incentive Plan

On May 24, 2023, at the Thermo Fisher Scientific Inc. (the “Company”) annual meeting of shareholders (the “Annual Meeting”), as further described in Item 5.07 below, the Company’s shareholders approved the Amended and Restated 2013 Stock Incentive Plan (the “Plan”). Previously, the Board of Directors of the Company approved the Plan (subject to shareholder approval) to, among other changes, increase the number of shares of the Company’s Common Stock authorized for issuance under the Plan by 7,000,000 shares. A description of the material terms of the Plan was set forth in the Company’s proxy statement for the Annual Meeting which was filed with the U.S. Securities and Exchange Commission on April 7, 2023 (the “Proxy Statement”). The description of the Plan contained herein is qualified in its entirety by reference to the Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

2023 Global Employee Stock Purchase Plan

At the Annual Meeting, the Company’s shareholders also approved the 2023 Global Employee Stock Purchase Plan (the “ESPP”). Previously, the Board of Directors of the Company approved the ESPP (subject to shareholder approval). Up to 12,000,000 shares of the Company’s Common Stock are authorized for issuance under the ESPP. A description of the material terms of the ESPP was set forth in the Proxy Statement. The description of the ESPP contained herein is qualified in its entirety by reference to the ESPP, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

At the Annual Meeting held on May 24, 2023, the shareholders of the Company voted on the following proposals:

1. The following nominees were elected to the Company’s Board of Directors for a one-year term expiring at the 2024 annual meeting of shareholders.

2. A non-binding, advisory proposal on the compensation of the Company’s named executive officers was approved.

3. Shareholders approved, on an advisory basis, a frequency of “1 Year” for future advisory votes on named executive officer compensation. Future advisory votes on named executive officer compensation will be held every year.

4. The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2023 was ratified.

5. The Amended and Restated 2013 Stock Incentive Plan was approved.

6. The 2023 Global Employee Stock Purchase Plan was approved.

Item 9.01 Financial Statements and Exhibits

SIGNATURE

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.