dhr-20210512

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 12, 2021


DANAHER CORPORATION
			(Exact Name of Registrant as Specified in Its Charter)

Delaware

001-08089

59-1995548

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

2200 Pennsylvania Avenue, NW

20037-1701

Suite 800W

Washington,

(Address of Principal Executive Offices)

(Zip Code)

(Registrant’s Telephone Number, Including Area Code)


Not applicable
(Former Name or Former Address, if Changed Since Last Report)

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:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value	DHR	New York Stock Exchange
4.75% Mandatory Convertible Preferred Stock, Series A, without par value	DHR.PRA	New York Stock Exchange
5.00% Mandatory Convertible Preferred Stock, Series B, without par value	DHR.PRB	New York Stock Exchange
Floating Rate Senior Notes due 2022	DHR/22A	New York Stock Exchange
1.700% Senior Notes due 2024	DHR 24	New York Stock Exchange
2.500% Senior Notes due 2025	DHR/25	New York Stock Exchange
0.200% Senior Notes due 2026	DHR/26	New York Stock Exchange
2.100% Senior Notes due 2026	DHR 26	New York Stock Exchange
1.200% Senior Notes due 2027	DHR/27	New York Stock Exchange
0.450% Senior Notes due 2028	DHR/28	New York Stock Exchange
2.500% Senior Notes due 2030	DHR 30	New York Stock Exchange
0.750% Senior Notes due 2031	DHR/31	New York Stock Exchange
1.350% Senior Notes due 2039	DHR/39	New York Stock Exchange
1.800% Senior Notes due 2049	DHR/49	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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).


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

On May 12, 2021, the Board of Directors (“Board”) of Danaher Corporation (“Danaher”) increased the size of Danaher’s Board from twelve to thirteen members and appointed A. Shane Sanders to the Board to fill the newly-created vacancy, with a term expiring at Danaher’s 2022 annual meeting of shareholders. Mr. Sanders was also appointed to the Audit Committee of the Board. As a non-employee director, Mr. Sanders will receive the same compensation paid to the other non-employee directors of Danaher as disclosed in Exhibit 10.26 to Danaher’s Annual Report on Form 10-K for the year ended December 31, 2020 (which exhibit is incorporated by reference herein) including without limitation an annual equity award. Mr. Sanders has also entered into a director indemnification agreement with Danaher, the form of which is disclosed as Exhibit 10.31 to Danaher’s Annual Report on Form 10-K for the year ended December 31, 2020 and which is incorporated by reference herein. In connection with this appointment, the Board also determined that Mr. Sanders is independent within the meaning of the listing standards of the New York Stock Exchange and for purposes of Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (“Securities Exchange Act”), and also qualifies as an audit committee financial expert as defined in Item 407(d)(5) of Regulation S-K under the Securities Exchange Act.

There is no arrangement or understanding between Mr. Sanders and any other person pursuant to which he was selected as a director of Danaher. There are no transactions in which Mr. Sanders has an interest requiring disclosure under Item 404(a) of Regulation S-K.


ITEM 9.01	FINANCIAL STATEMENTS AND EXHIBITS

(c)	Exhibits:

Exhibit No.		Description

104		Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

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.


		DANAHER CORPORATION

Date:	May 13, 2021	By:	/s/ James F. O'Reilly
			James F. O'Reilly
			Vice President, Deputy General Counsel and Secretary