SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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|ITEM 5.02|| |
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
(b) On March 10, 2021, Mitchell P. Rales and Steven M. Rales notified the Board of Directors (the “Board”) of Fortive Corporation (the “Company”) that they have elected not to stand for re-election as directors at the Company’s 2021 Annual Meeting of Shareholders (the “Annual Meeting”) to be held on June 8, 2021, and will retire from the Board effective on the date of the Annual Meeting. On March 10, 2021, the Board approved the reduction of the size of the Board from ten to eight subject to, and concurrently with, the effectiveness of the retirement of Messrs. Rales and Rales from the Board on the date of the Annual Meeting.
(d) On March 10, 2021, the Board increased the size of the Board from nine to ten members and appointed Daniel L. Comas to the Board as a Class III director with a term expiring at the Annual Meeting. The Board of Directors will be fully declassified at the Annual Meeting.
As a non-employee director, Mr. Comas will receive the same compensation paid to other non-employee directors of the Company as disclosed in Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 26, 2020, which is incorporated by reference herein. Mr. Comas has also entered into an indemnification agreement with the Company, the form of which is disclosed as Exhibit 10.10 to Amendment No. 2 to the Company’s Registration Statement on Form 10, filed on April 7, 2016 and is incorporated by reference herein.
In connection with the appointment of Mr. Comas, the Board also determined that Mr. Comas is independent within the meaning of the listing standards of the New York Stock Exchange.
There is no arrangement or understanding between Mr. Comas and any other person pursuant to which he was selected as a director of the Company.
Until December 31, 2020, Mr. Comas served as an executive officer of Danaher Corporation (“Danaher”). Certain subsidiaries of the Company sell products and services to, or purchase products and services from, Danaher from time to time in the ordinary course of business and on an arms’-length basis. In 2020, under arms’-length leasing arrangements, the Company paid to Danaher approximately $1.4 million. Furthermore, in 2020, certain subsidiaries of the Company purchased approximately $12.3 million of products from, and sold approximately $13.0 million of products to, Danaher, which in each case was less than 0.3% of the Company’s, and of Danaher’s, revenues for 2020. The Company’s subsidiaries intend to sell products to and purchase products from Danaher in the future in the ordinary course of their businesses and on an arms’-length basis.
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.
|Name: Daniel B. Kim|
|Title: Vice President - Associate General Counsel and Secretary|
Date: March 11, 2021