DANAHER CORP /DE/ (Form: 8-K, Received: 05/06/2020 16:22:14)

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 5, 2020

__________________



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,	DC
(Address of Principal Executive Offices)			(Zip Code)

202-828-0850

(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
Floating Rate Senior Notes due 2022	DHR F 06/30/22	New York Stock Exchange
1.700% Senior Notes due 2022	DHR 1.7 01/04/22	New York Stock Exchange
1.700% Senior Notes due 2024	DHR 1.7 03/30/24	New York Stock Exchange
2.500% Senior Notes due 2025	DHR 2.5 07/08/25	New York Stock Exchange
0.200% Senior Notes due 2026	DHR 0.2 03/18/26	New York Stock Exchange
2.100% Senior Notes due 2026	DHR 2.1 09/30/26	New York Stock Exchange
1.200% Senior Notes due 2027	DHR 1.2 06/30/27	New York Stock Exchange
0.450% Senior Notes due 2028	DHR 0.45 03/18/28	New York Stock Exchange
2.500% Senior Notes due 2030	DHR 2.5 03/30/30	New York Stock Exchange
0.750% Senior Notes due 2031	DHR 0.75 09/18/31	New York Stock Exchange
1.350% Senior Notes due 2039	DHR 1.35 09/18/39	New York Stock Exchange
1.800% Senior Notes due 2049	DHR 1.8 09/18/49	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

(b) On May 6, 2020, Thomas P. Joyce, Jr., President and Chief Executive Officer of Danaher Corporation (the “Company” or “Danaher”), notified the Company that he will step down from his position as President and Chief Executive Officer, as a member of the Company’s Board of Directors (“Board”) and from each of the Executive, Finance and Science & Technology Committees of the Board, in each case as of September 1, 2020 (the “Effective Date”). As further discussed below, from the Effective Date through February 28, 2021, Mr. Joyce will continue to be employed as a Senior Advisor of the Company to assist in the leadership transition.

(c) On May 6, 2020, the Board appointed Rainer M. Blair, age 55: (1) as President and Chief Executive Officer of the Company, effective as of September 1, 2020, and (2) to the Company’s Board and to each of the Executive, Finance and Science & Technology Committees of the Company’s Board, in each case effective as of the date of Mr. Blair’s appointment as President and Chief Executive Officer of the Company. Since joining Danaher in 2010, Mr. Blair has served in a series of progressively more responsible general management positions (and as a Danaher officer since 2014), including as Vice President — Group Executive from March 2014 until January 2017 and as Executive Vice President since January 2017.

The Company issued a press release on May 6, 2020 announcing Mr. Joyce’s plan to step down as President and Chief Executive Officer and the appointment of Mr. Blair to replace Mr. Joyce. A copy of the press release is furnished as Exhibit 99.1 to this report.

(d) As a management director, Mr. Blair will receive no additional compensation for his service on the Board of Directors. Mr. Blair has entered into an indemnification agreement with Danaher, the form of which is disclosed as Exhibit 10.27 to Danaher’s Annual Report on Form 10-K for the year ended December 31, 2019 and which is incorporated by reference herein. There is no arrangement or understanding between Mr. Blair and any other person pursuant to which he was appointed as a director of Danaher. There are no transactions in which Mr. Blair has an interest requiring disclosure under Item 404(a) of Regulation S-K.

(e) To document Mr. Joyce’s compensation during the period from September 1, 2020 through February 28, 2021 (the “continued employment period”), Danaher entered into a letter agreement with Mr. Joyce on May 6, 2020 (the “Joyce Agreement”). The Joyce Agreement provides that after Mr. Joyce steps down as President and Chief Executive Officer and from the Board on September 1, 2020, he will continue his employment at the Company as Senior Advisor through February 28, 2021 to assist in the Company’s leadership transition. Mr. Joyce’s annual base salary, health and welfare benefits and perquisites will continue unchanged during the continued employment period (except that he will be required to reimburse the Company for all personal use of the Company aircraft during such period); his 2020 annual cash incentive compensation target award opportunity will be pro-rated based on the percentage of the year he serves as President and Chief Executive Officer; and all of his outstanding equity awards will vest and be paid in accordance with the terms of the Company’s 2007 Omnibus Incentive Plan (the “Plan”) and the applicable award agreements.

In connection with Mr. Blair’s promotion to President and Chief Executive Officer, the Compensation Committee:


•	increased his annual base salary rate from $873,600 to $1.1 million, effective as of the Effective Date;

•

modified his 2020 annual cash incentive compensation award opportunity under the Plan, effective as of the Effective Date, to provide that 66.6% of such award opportunity will be based on a target percentage of 125% and a base salary rate of $873,600 (reflecting the terms in effect during the portion of 2020 he is expected to serve as Executive Vice President), and 33.4% of such award opportunity will be based on a target percentage of 200% and a base salary rate of $1.1 million (reflecting the new terms applicable to the portion of 2020 he is expected to serve as President and Chief Executive Officer);

•

approved an equity award for him under the Plan with a grant date of May 15, 2020 and a target award value of $2.067 million, split evenly between stock options and performance stock units (“PSUs”), in each case in a manner consistent with the Company’s standard grant practices. One-half of the stock options will vest on each of the fourth and fifth anniversaries of the grant date. The PSUs will be subject to a three-year performance period and further two-year holding period, each as further described in the Compensation Discussion and Analysis section of the Company’s 2020 Annual Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 25, 2020; and


•	approved relocation benefits in accordance with the Company’s relocation policy for executives, parking, financial/tax planning and tax preparation services, an annual physical, and personal usage of the Company aircraft beginning on the Effective Date with any personal usage in excess of $125,000 per year subject to full reimbursement by Mr. Blair.

In addition, in connection with Mr. Blair’s promotion, Danaher and Mr. Blair entered into an Amended and Restated Agreement Regarding Competition and Protection of Proprietary Interests (the “Blair Agreement”). Under the Blair Agreement, during and for two years after Mr. Blair’s employment with us, subject to certain customary exceptions, he is prohibited from disclosing or improperly using any of our confidential information; making any disparaging comments about us; competing with us; selling to or soliciting purchases from our customers and prospective customers; or hiring or soliciting any of our current or recent employees, or otherwise assisting or encouraging any of our employees to leave us, and during and for one year after his employment with us he is prohibited from working for any Danaher customers or vendors in any role in which he would use or disclose or threaten to use or disclose any of our confidential information. In addition, with limited exceptions all intellectual property that Mr. Blair develops in connection with his employment with us belongs to us.

The Blair Agreement further provides that if we terminate Mr. Blair’s employment without “cause” or if he terminates his employment for “good reason” (each as defined in the Blair Agreement) following the Effective Date, he will be entitled to (1) a cash amount equal to twelve months of base salary at the rate in effect on the date of termination (the “Termination Date,” and the year in which the Termination Date occurs is referred to as the “Termination Year”), (2) the annual cash incentive compensation award for service in the calendar year prior to the Termination Year, if it has not been paid prior to the Termination Date (the “Accrued Obligation”), (3) a cash amount equal to his target annual cash incentive compensation award for the Termination Year, and (4) a cash amount equal to the product of (x) his target annual cash incentive compensation award for the Termination Year, times (y) a fraction, the numerator of which is the number of calendar days from the beginning of the Termination Year through the Termination Date, and the denominator of which is 365; provided in each case he signs and does not revoke a release of all claims. Any severance payments paid under any other Danaher plan or agreement will diminish the severance payments under the Blair Agreement on a dollar-for-dollar basis (except for the Accrued Obligation).

The foregoing descriptions of the Joyce Agreement and the Blair Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Joyce Agreement, listed as Exhibit 10.1 hereto, and the Blair Agreement, listed as Exhibit 10.2 hereto, each of which is incorporated by reference into this Item 5.02.



ITEM 5.07	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company’s annual meeting of shareholders was held on May 5, 2020. At the annual meeting, the Company’s shareholders voted on the following proposals:

1. To elect the twelve directors named in the Company’s proxy statement to terms expiring in 2021. Each nominee for director was elected by a vote of the shareholders as follows:



	For	Against	Abstain	Broker Non-Votes
Linda Hefner Filler	565,255,844	28,237,913	281,727	31,962,596
Thomas P. Joyce, Jr.	582,991,149	10,494,809	289,526	31,962,596
Jessica L. Mega, MD, MPH	593,226,081	265,445	283,958	31,962,596
Teri List-Stoll	463,988,388	129,414,702	372,394	31,962,596
Walter G. Lohr, Jr.	440,176,598	153,175,623	423,263	31,962,596
Mitchell P. Rales	569,008,774	24,478,998	287,713	31,962,596
Steven M. Rales	569,771,280	23,049,286	954,918	31,962,596
Pardis C. Sabeti, MD, D.Phil	593,205,689	263,763	306,032	31,962,596
John T. Schwieters	433,815,614	159,557,606	402,264	31,962,596
Alan G. Spoon	514,479,348	78,867,116	429,020	31,962,596
Raymond C. Stevens, Ph.D.	591,142,168	2,334,774	298,542	31,962,596
Elias A. Zerhouni, MD	582,012,594	11,463,396	299,494	31,962,596

2. To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020. The proposal was approved by a vote of shareholders as follows:



For	611,967,098
Against	13,206,794
Abstain	564,189

3. To approve on an advisory basis the Company’s named executive officer compensation. The proposal was approved by a vote of shareholders as follows:



For	562,516,561
Against	30,631,028
Abstain	627,896
Broker Non-Votes	31,962,596

4. To act upon a shareholder proposal requesting that Danaher amend its governing documents to reduce the percentage of shares required for shareholders to call a special meeting of shareholders from 25% to 10%. The proposal was rejected by a vote of shareholders as follows:



For	241,912,136
Against	351,216,277
Abstain	647,072
Broker Non-Votes	31,962,596



ITEM 9.01		FINANCIAL STATEMENTS AND EXHIBITS

(c)		Exhibits

Exhibit No.		Description
10.1		Agreement by and between the Company and Thomas P. Joyce, Jr. dated May 6, 2020.
10.2		Amended and Restated Agreement Regarding Competition and Protection of Proprietary Interests by and between the Company and Rainer M. Blair, dated May 6, 2020.
99.1		Press release - “Danaher Corporation Announces CEO Transition”
104		Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

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.



		DANAHER CORPORATION

Date:	May 6, 2020	By:	/s/ James F. O’Reilly
			James F. O’Reilly
			Vice President, Associate General Counsel and Secretary

Exhibit 10.1

May 6, 2020

VIA E-MAIL

Mr. Thomas P. Joyce, Jr.

Dear Tom,

This letter (the “Agreement”) is to memorialize our agreement with respect to certain matters relating to your decision to step down from your position as President and Chief Executive Officer of Danaher Corporation (the “Company”), and from the Board of Directors of the Company and each of its subsidiaries, effective September 1, 2020 (the “Transition Date”).

On the Transition Date, you will step down from your current position as President and Chief Executive Officer of the Company and from the Board of Directors of the Company and from all similar positions at each Company subsidiary and will assume the new position of Senior Advisor to the new President and Chief Executive Officer of the Company (the “Successor CEO”) for a term through February 28, 2021 (the “Retirement Date”), following which you shall retire from employment with the Company.

From the Transition Date to the Retirement Date (the “Transition Period”), you shall remain an employee of the Company and shall continue to devote time, attention, skill, and best efforts to the performance of your duties and responsibilities, as determined by the Board and, as applicable, the Successor CEO, and shall also cooperate fully in transitioning duties and responsibilities to the Successor CEO as requested by the Board.

Base Salary. For the Transition Period, your base salary shall remain at its current level, and shall be payable in accordance with the Company’s normal payroll practices.

Annual Bonus. For calendar year 2020, your target annual cash incentive compensation opportunity shall be prorated to reflect the percentage of the year you serve as President and Chief Executive Officer, and the amount of annual cash incentive compensation you receive for 2020 will be based on this prorated target amount and actual performance results. Any annual cash incentive compensation payable for 2020 shall be paid at the time that such awards are normally paid to the Company’s executive officers but no later than March 15, 2021. You shall not be eligible to participate in any annual cash incentive compensation plan for calendar year 2021.

Long-Term Incentives. All existing equity awards will vest and be paid in accordance with and subject to the terms of the Company’s 2007 Stock Incentive Plan and the applicable award agreements. You shall not be eligible to receive an equity award for calendar year 2021.

Perquisites. Throughout 2020 and during the Transition Period, you shall continue to receive and be eligible for the perquisites you currently receive, except that during the Transition Period you will be required to reimburse the Company for any personal use of the Company aircraft. For the avoidance of doubt, you will also be entitled to use the Company aircraft for business purposes consistent with Company policy.

Retirement Plans and Group Health and Welfare Plans. Throughout 2020 and during the Transition Period you shall continue to be eligible for benefits under the Company’s existing qualified and nonqualified retirement plans, and under the Company’s group health and welfare plans, each as in effect from time to time pursuant to the plan documents governing each of such plans. Following your separation of employment from the Company, if you timely and properly elect to continue group health coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act, as amended (“COBRA”), the Company shall reimburse you for all monthly COBRA premiums less the ordinary employee contribution until the earlier of (a) the date on which you become eligible to receive group health coverage from another employer, or (b) 12 months following the Retirement Date.

409A. Anything in this Agreement to the contrary notwithstanding, if at the time of your separation from service within the meaning of Section 409A of the Code, the Company determines that you are a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that you become entitled to under this Agreement or otherwise on account of your separation from employment would be considered deferred compensation otherwise subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (i) six months and one day after your separation from service or (ii) your death.

For avoidance of doubt, nothing in this Agreement is intended to modify or supersede the Agreement Regarding Competition and Protection of Proprietary Interests dated March 16, 2009, as amended September 11, 2014, between us, and the matters described in this Agreement, including the contemplated steps to be taken on the Transition Date and the Retirement Date, do not constitute a termination as contemplated in Section 7 of that agreement or give rise to any of the payments or benefits contemplated thereunder upon a termination.

Please indicate your agreement to the above by signing and returning a copy of this Agreement to the Company.

Sincerely,

/s/ Steven M. Rales_____________ (on behalf of Danaher Corporation)

Name: Steven M. Rales

Title: Chairman of the Board

Date: May 6, 2020

Acknowledged and agreed:

/s/ Thomas P. Joyce, Jr.__________

Thomas P. Joyce, Jr.

Date: May 6, 2020

Exhibit 10.2

AMENDED AND RESTATED DANAHER CORPORATION AND ITS AFFILIATED ENTITIES AGREEMENT REGARDING COMPETITION AND PROTECTION OF PROPRIETARY INTERESTS

I am employed by Danaher Corporation (the “Company”) and have previously entered into an Agreement Regarding Competition and Protection of Proprietary Interests with the Company on May 2, 2010 (the “Prior Agreement”). In connection with my appointment as President and Chief Executive Officer of the Company to be effective on September 1, 2020 (the “Effective Date”), I am entering into this Amended and Restated Agreement Regarding Competition and Protection of Proprietary Interests (“Agreement”) between me, the undersigned employee, and the Company, on behalf of and for the benefit of itself and all of its direct and indirect subsidiaries and affiliates (Danaher Corporation and all of its direct and indirect subsidiaries and affiliates are referred to collectively as the “Danaher Companies”), which is intended to amend and restate the Prior Agreement (subject to Section 17 hereof). In furtherance of the foregoing, the references to “Company” in the following sentence and in Sections 1-3, 5, 7-9, 10(a), 10(c) and 16 hereof (except for any reference to any Company approval or consent) refer to all Danaher Companies. In consideration of (i) my promotion to the role of Danaher Corporation President and Chief Executive Officer, my continued employment and the increase to my compensation in connection with such promotion); (ii) access to the Company’s key business relationships and Confidential Information described herein (including but not limited to the Danaher Business System); (iii) the ability to participate in Company-sponsored programs or plans; (iv) the specific severance arrangements provided herein and/or (v) other good and valuable consideration provided to me, I agree to the following restrictions, which I acknowledge are reasonable and necessary to protect the Company’s interests.

1. Protection of Confidential Information.

a. Definition of “Confidential Information.” The term “Confidential Information” means any information about the Company’s business or employees that is not generally known to the public, including but not limited to trade secrets. Examples of Confidential Information include, but are not limited to, information about: Danaher Business System (“DBS”) (including but not limited to DBS training materials, materials describing DBS processes, materials describing DBS growth and innovation tools, DBS processes related to mergers and acquisitions, strategic plans, value stream mapping information, transactional process improvement reports and analyses, problem solving process information, Voice of the Customer reports and analyses, talent reviews and organizational plans, and methodology for developing DBS tools and standard work), customers, vendors, pricing and costs, business strategies and plans, financial data, technology, talent reviews and organizational plans, research and development and any other businesses methods or processes used or considered by the Company. Confidential Information does not include any specific information that has been voluntarily disclosed to the public by the Company or that has been independently developed and disclosed by others, or that otherwise has entered the public domain through lawful means. However, Confidential Information disclosed by me or others without authorization by the Company shall not be deemed “voluntarily disclosed to the public.”

b. Nondisclosure and Prohibition against Misuse. During my employment, I will not use or disclose any Confidential Information, without the Company’s prior written permission, for any purpose other than performance of my duties for the Company or as set forth in Section 4 below.

c. Non-Disclosure and Return of Property Upon Termination. After my employment ends, I will not use or disclose any Confidential Information for any purpose, including utilizing or incorporating any confidential or proprietary aspects of the Danaher Business System that the Company disclosed to me during my employment with the Company. Immediately upon my employment termination, I will return to the Company all Company property that I have in my possession, custody, or control, including, without limitation, any Confidential Information. If I have Confidential Information that has been saved or transferred to any device not owned by the Company, I will immediately notify the Company, and make such device available to the Company so that it may remove any Confidential Information from the device.

2. Protection of Company Interests.


a.	Definitions.


(1)	“Competing Organization” means an entity that manufactures, sells, or distributes Competing Products in the Restricted Territory, including, by way of example only and without limitation, the companies identified from time to time as peer companies in the annual proxy statements the Company files with the U.S. Securities and Exchange Commission;

(2)

“Competing Products” means (i) products or services similar to or competitive with the products or services sold by the Company for which I had any responsibility during the 24 months preceding my employment termination (“Pre-Termination Period”) and (ii) products or services similar to or competitive with any prospective product or service the Company took steps to develop and for which I had any responsibility during the Pre-Termination Period.

(3)

“Solicit” means: (i) any comments, conduct or activity that would influence a customer’s decision to continue doing business with the Company, regardless of who initiates contact; and (ii) any comments, conduct or activity that would influence an employee’s decision to resign his employment with the Company or accept employment with me or my new employer, regardless of who initiates contact.

(4)

“Restricted Customer” means a customer or prospective customer of the Company (i) with whom I had contact or with whom I dealt on behalf of the Company during the Pre-Termination Period (defined above); (ii) whose dealings with the Company I coordinated or supervised during the Pre-termination Period; (iii) about whom I obtained Confidential Information during the Pre-Termination Period; or (iv) who received products or services that resulted in compensation, commissions, or earnings for me during the Pre-Termination Period.

(5)

“Restricted Territory” means any geographic territory (i) in which I performed services for the Company during the Pre-Termination Period; (ii) over which I had sales or management responsibilities for the Company during the Pre-Termination Period; (iii) in which the Company employed or engaged personnel that I directly or indirectly supervised or managed during the Pre-Termination Period; or (iv) about which I had access to Confidential Information during the Pre-Termination Period.

b. Non-Competition. During my employment I will not engage in any other employment, occupation, consulting or other business activity that competes with or conflicts with my obligations to the Company. Without limiting the foregoing, for 24 months after my employment termination, I will not directly or indirectly, on behalf of myself or in conjunction with any other person or entity:


(1)	own any Competing Organization (other than less than 3% ownership in a publicly traded company) that sells Competing Products in the Restricted Territory; or

(2)

work in the Restricted Territory for any Competing Organization in any role: (i) that involves responsibilities related to the sale of Competing Products; or (ii) developing or implementing strategies to compete with the Company with respect to Competing Products; or (iii) directly or indirectly supervising or managing employees or other personnel who compete with the Company with respect to Competing Products; or (iv) utilizing or disclosing Confidential Information.

c. Non-Solicitation of Customers. During my employment and for 24 months after my employment termination, I will not directly or indirectly, on behalf of myself or in conjunction with any other person or entity, solicit or accept business from any Restricted Customer if the products or services that customer intends to purchase are Competing Products.

d. Non-Solicitation of Employees. During my employment and for 24 months after my employment termination, I will not directly or indirectly, on behalf of myself or in conjunction with any other person or entity, hire, solicit, recruit, induce, or attempt to hire, solicit, recruit, or induce any employee or independent contractor of the Company, who worked for the Company during the 6 months preceding my employment termination, to work for me or my new employer.

e. Limitations on Working for Customers and Vendors. During my employment, and for 12 months after termination of my employment, I will not work for any customers or vendors of the Company in any role in which I would use or disclose or threaten to use or disclose Confidential Information.

f. Return of Property and Copying. I agree that all tangible materials (whether originals or duplicates), including but not limited to, notebooks, computers, files, reports, proposals, price lists, lists of actual or potential customers or suppliers, talent lists, formulae, prototypes, tools, equipment, models, specifications, technical data, methodologies, research results, test results, financial data, contracts, agreements, correspondence, documents, computer disks, software, computer printouts, information stored electronically, memoranda, and notes, in my possession or control which in any way relate to the Company’s business and which are furnished to me by or on behalf of the Company or which are prepared, compiled or acquired by me while working with or employed by the Company shall be the sole property of the Company. I will at any time upon the request of the Company and in any event promptly upon termination of my employment or relationship with the Company, but in any event no later than two (2) business days after such termination, deliver all such materials to the Company and will not retain any originals or copies of such materials, whether in hard copy form or as computerized and/or electronic records. Except to the extent approved by the Company or required by my bona fide job duties for the Company, I also agree that I will not copy or remove from the

Company’s place of business or the place of business of a customer of the Company, property or information belonging to the Company or the customer or entrusted to the Company or the customer. In addition, I agree that I will not provide any such materials to any competitor of or entity seeking to compete with the Company unless specifically approved in writing by the Company. Without limitation of the foregoing, and for the avoidance of doubt, I acknowledge and agree that my obligation to return all such Company materials in this Section include, but are not limited to, any and all materials relating to the Danaher Business System.)

3. Non-Disparagement. I agree that during my employment, and after my employment with the Company ends, I will not make any false statement(s) about the Company to other employees, customers, vendors or any other third party.

4. Limitations on Confidentiality and Non-Disparagement. The confidentiality and non-disparagement provisions in this Agreement do not prohibit me from providing truthful information in good faith to any federal or state governmental agency, entity or official investigating an alleged violation of federal or state law or regulation or when I make other disclosures that are protected under applicable law, including, without limitation, the National Labor Relations Act, the Defend Trade Secrets Act, and any rule or regulation promulgated by the Securities and Exchange Commission (SEC), the National Labor Relations Board (NLRB), the Equal Employment Opportunity Commission (EEOC), or any other federal, state, or local government agency.

5. Other Legal Obligations. Nothing in this Agreement relieves me of any duties or obligations that I have to the Company under statutory or common law, which include but are not limited to: fiduciary duties, the duty of loyalty, the duty not to tortiously interfere with business relationships, the duty not to engage in unfair competition, and the duty not to misappropriate trade secrets.

6. Subsequent Employment Protocol. During my employment and for 24 months after termination of my employment, prior to accepting employment with any person or entity, I will provide my prospective employer with a copy of this Agreement, and I consent to the Company’s right, at any time, to notify such employer of this Agreement, as well as the details of any alleged violations thereof. Additionally, within three calendar days after accepting any employment with another employer, I will notify the Company of such subsequent employer’s name, address and telephone number, and the title and description of the job duties for which I have accepted employment.

7. Certifications. By executing this Agreement, I certify that I: (a) have not and will not use or disclose to the Company any confidential information and/or trade secrets belonging to others, including my prior employers; (b) will not use any prior inventions made by me and which the Company is not legally entitled to learn of or use; and (c) am not subject to any prior agreements that would prevent me from fully performing my duties for the Company.

8. Protection of Proprietary Rights.

a.I agree that all Work Product (defined below) and Intellectual Property Rights (defined below) shall be the sole and exclusive property of the Company. “Work Product” means all writings, inventions, discoveries, ideas and other work product of any nature whatsoever that I create on my own or in collaboration with others during my employment with the Company and that relates to the business, contemplated business, research or development of the Company. “Intellectual Property Rights” means all rights in and to copyrights, trade secrets, trademarks (and related goodwill), patents and other intellectual property rights arising out of the Work Product, in any jurisdiction throughout the world, and all related rights of priority under international conventions.

b.I acknowledge that, by reason of being employed by the Company, all of the Work Product is, to the extent permitted by law, “work made for hire” and is the property of the Company. To the extent that any Work Product is not “work made for hire,” I hereby irrevocably assign to the Company, for no additional consideration, my entire right, title and interest in and to all Work Product and Intellectual Property Rights therein.

c.During and after my employment, I agree to reasonably cooperate with the Company to (i) apply for, obtain, perfect and transfer to the Company the Work Product and any Intellectual Property Rights in the Work Product in any jurisdiction in the world; and (ii) maintain, protect and enforce the same. I hereby irrevocably grant the Company power of attorney to execute and deliver any such documents on my behalf and in my name and to do all other lawfully permitted acts to transfer the Work Product to the Company and further the transfer, issuance, prosecution and maintenance of all Intellectual Property Rights therein, to the full extent permitted by law, in the event that I don’t promptly cooperate with the Company’s request. The power of attorney is coupled with an interest and shall not be affected by my subsequent incapacity.

d.I represent and warrant that I am not a party to any agreements which would limit my ability to assign Work Product or Intellectual Property Rights as required by this Section 8.

e.I have identified in the space below (and have attached additional paper as needed) all Work Product and Intellectual Property in which I have any right, title or interest, and which were developed by me prior to my employment with

the Company and which relate to the actual or anticipated business or research or development of the Company as provided for in this Section 8.

________________________________________________________________________________________________

9. Injunctive Relief and Attorney’s Fees. I agree that in the event I breach this Agreement, the Company will be irreparably harmed and entitled to an injunction restraining any further breach, in addition to any other rights to which it is entitled. Further, I will be responsible for all reasonable attorneys’ fees, costs and expenses incurred by the Company if it successfully enforces any portion of this Agreement against me. Additionally, any time periods for restrictions set forth in Section 2 above will be extended by an amount of time equal to the duration of any time period during which I am in violation of this Agreement.

10. Severance Arrangements. The Company agrees that if the Company terminates my employment without “cause” (as defined below) or I terminate my employment for “good reason” (as defined below) at any time on or after the Effective Date (except if I terminate employment by reason of death or under circumstances that entitle me to receive long-term disability benefits), I shall be entitled to (1) a cash amount equal to twelve months of my base salary (excluding incentive compensation, bonus amounts, benefits and similar items) at the monthly rate in effect on the date the Company terminates my employment without “cause” or I terminate my employment for “good reason” (the “Termination Date”) to be paid on the same schedule as if I were still employed by the Company, (2) the annual cash incentive compensation award for service in the calendar year prior to the year in which the Termination Date occurs, if it has not been paid prior to the Termination Date (payable at the same time payment of such compensation is made to the Company’s other executive officers, but in no event later than two and a half (2 ½) months after the end of the calendar year in which the Termination Date occurs) (the “Accrued Obligation”), (3) a cash amount equal to my target annual cash incentive compensation award for the calendar year in which the Termination Date occurs (to be paid in a lump sum payment within 30 calendar days after my execution of the release of claims described below), and (4) a cash amount equal to the product of (x) the my target annual cash incentive compensation award for the calendar year in which the Termination Date occurs, times (y) a fraction, the numerator of which is the number of calendar days from the beginning of the calendar year in which the Termination Date occurs through the Termination Date, and the denominator of which is 365 (to be paid in a lump sum payment within 30 calendar days after my execution of the release of claims described below); provided in each case I sign and do not revoke a release of all claims including but not limited to, those arising out of my employment and discontinuance of employment with the Company (collectively, the “Severance Payments”). Notwithstanding anything to the contrary herein, any severance payments paid to me under any plan, agreement or policy of any Danaher Company (other than this Agreement) shall diminish the Severance Payments on a dollar-for-dollar basis, except with regard to the Accrued Obligation.

a. For purposes of the foregoing, “cause” shall mean: (i) my dishonesty, fraud, misappropriation, embezzlement, willful misconduct or gross negligence with respect to the Company, or any other action in willful disregard of the interests of the Company; (ii) my conviction of, or pleading guilty or no contest to (1) a felony, (2) any misdemeanor (other than a traffic violation), or (3) any other crime or activity that would impair my ability to perform the duties of my office with the Company or impair the business reputation of the Company; (iii) my willful failure or refusal to satisfactorily perform any duties assigned to me; (iv) my failure or refusal to comply with Company standards, policies or procedures, including without limitation the Company’s Code of Conduct as amended from time to time; (v) my violation of any restrictive covenant agreement with the Company, including this Agreement; (vi) my engaging in any activity that is in conflict with the business purposes of the Company, as determined in the Company’s sole discretion, or (vii) a material misrepresentation or a breach of any of the employee’s representations, obligations or agreements under this Agreement.

b. For purposes of the foregoing, “good reason” shall mean without my prior written consent an involuntary, material diminution in my title, duties, or responsibilities, including reporting responsibilities, as an employee of the Company or an involuntary, material reduction in my aggregate annual base salary and incentive compensation opportunity except where such reduction is pursuant to a like proportionate reduction of compensation of other senior executive officers of the Company. Further, to be deemed a termination by me for “good reason,” my termination must occur within 90 days after the occurrence of the good reason and after the Company has received notice of the good reason event and failed to cure within 30 days after receiving such notice.

c. To receive any Severance Payment, I must sign a Separation Agreement and General Release in a form prepared by the Company, and this Separation Agreement and General Release shall have the effect of waiving and releasing all legally waivable claims or lawsuits against the Company, its and their respective officers, directors, agents, representatives and employees

based on any facts occurring prior to the time of the effective date of the release. I will have 21 days (45 days in case of a group separation program) to consider and sign the Separation Agreement and General Release.

I may revoke a signed Separation Agreement and General Release within seven (7) days of signing the Separation Agreement and General Release. Any revocation must be made in writing and must be received by the designated Company representative within such revocation period. If I timely revoke the Separation Agreement and General Release I shall not be eligible to receive the Severance Payments and I will reimburse the Company for any portion of the Severance Payments provided prior to the revocation.

d. Notwithstanding anything in this Agreement to the contrary, in the event any benefit paid to me hereunder constitutes “deferred compensation” for purposes of Internal Revenue Code Section 409A (“Section 409A”), all payments to me shall be paid as provided in this subsection d. Section 409A places certain restrictions on when severance pay may be distributed if the eligible employee is considered a “specified employee” under Section 409A (generally, “specified employees” are the 50 highest-paid U.S. employees of the Company in a given year) and the severance pay is considered “deferred compensation” under Section 409A. Not all severance pay under this Agreement, however, is considered deferred compensation for these purposes.

Any payments provided under this Agreement on or before March 15th of the calendar year following my “separation of service” (as defined by Section 409A) will be treated as a short-term deferral under Treasury Regulation § 1.409A-1(b)(4) and not deferred compensation under Section 409A.

If any payments are provided to me under this Agreement after March 15th of the calendar year following my “separation of service” (as defined by Section 409A), then to the extent the total of such payments does not exceed the limit provided under the Section 409A exemption for involuntary separation pay, such payments will be considered separation pay due to involuntary separation from service under Treasury Regulation § 1.409A-1(b)(9)(iii) and not deferred compensation under Section 409A.

If I am entitled to additional payments under this Agreement that are not described in the immediately two preceding paragraphs, and I am considered a “specified employee” under Section 409A (as applied according to Company procedures), such payments will not be made until the earlier of (a) the first day of the seventh month following the date of my “separation from service” (as defined by Section 409A), or (b) my death. Any delayed payments will be paid in the aggregate in a lump sum, without interest, on the first day of the seventh month following the date of my “separation from service” (as defined by Section 409A). For purposes of Section 409A, each “payment” (as defined by Section 409A) made under this Agreement is considered a “separate payment.”

11. Modification & Severability. If any portion of this Agreement shall be held unenforceable, the parties agree that a court of competent jurisdiction may modify the agreement (by adding or removing language) or sever unenforceable provisions in order to render this Agreement enforceable to the fullest extent permitted by law.

12. At-Will Employment Status. I acknowledge and agree that nothing in this Agreement alters my status as an employee at will.

13. Assignment. This Agreement is personal to me and I may not assign it. The Company may assign it to any assign, or a successor to all or substantially all of the business or assets of the Company, and no further consent from me is necessary. If I previously executed any written agreements with Danaher Corporation or its affiliates that contain provisions similar to the provisions contained in this Agreement, I hereby consent to the assignment of those agreements to the Company.

14. Change of Position. If the Company changes my position or title with the Company, or my employment changes from one Danaher Company to another, this Agreement and my obligations hereunder will remain in force.

15. Protections for Affiliates and Subsidiaries. This Agreement is intended to benefit all Danaher subsidiaries and affiliates for which I perform services, for which I have customer contact or about which I receive Confidential Information. Therefore, any Danaher Company that may be adversely affected by a breach, and any successor or assignee of such Danaher Company may enforce this Agreement regardless of which entity actually employs me at the time.

16. Cooperation. Both during and after my employment with the Company, I will cooperate with the Company and any other Danaher Company in connection with any investigation or litigation in which the Company believes that I am an individual with knowledge concerning the subject matter of the investigation or litigation. In particular, but without limitation, I will make myself available for meetings, interviews, depositions, and court appearances, as requested by the Company, and to otherwise assist the Company or any other Danaher Company in connection with any such investigation or litigation. I acknowledge that I have been notified in accordance with the Defend Trade Secrets Act of 2016 that I will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating

a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. I further acknowledge that I have been notified that if I file a lawsuit for retaliation against the Company for reporting a suspected violation of law, I may disclose the Company’s trade secrets with my attorney and use the trade secret information related to that suspected violation of law in the court proceeding if I: (a) file any document containing the trade secret under seal; and (b) do not disclose the trade secret, except pursuant to court order.

17. Other Agreements. If I executed other written agreements relating to this subject matter with the Company or any other Danaher Company, including the Prior Agreement, and/or if I later enter into other written agreements that contain provisions similar to the provisions contained in this Agreement, and/or if I am a participant in any benefit plan of Danaher Corporation or any of its affiliates, in each case all such provisions shall be interpreted to provide the Company with cumulative rights and remedies and the benefits and protections provided to the Company under each such agreement shall be given full force and effect.

18. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without applying its conflict of laws principles. The exclusive venue for any litigation based upon any fact, matter or claim arising out of or relating to this Agreement, including any contractual, statutory, tort, or common law claims, shall be the state or federal courts located in Delaware and I hereby consent to any such court’s exercise of personal jurisdiction over me for such purpose.

Agreed to by:

/s/ Rainer M. Blair_______________________________ /s/ Steven M. Rales________________________________

Associate Signature Danaher Corporation

/s/ Rainer M. Blair_______________________________ Steven M. Rales, Chairman of the Board_______________

Associate’s Printed Name Print Name and Title

Date: April 29, 2020 Date: May 6, 2020

Exhibit 99.1

DANAHER CORPORATION ANNOUNCES CEO TRANSITION

RAINER M. BLAIR TO SUCCEED THOMAS P. JOYCE, JR. AS PRESIDENT AND CEO IN SEPTEMBER 2020

Washington, D.C., May 6, 2020 - Danaher Corporation (NYSE: DHR) (“Danaher” or “the Company”) today announced that Executive Vice President, Rainer M. Blair, will succeed Thomas P. Joyce Jr. as President and Chief Executive Officer and as a member of the Company’s Board of Directors, upon Mr. Joyce’s retirement from such positions on September 1, 2020. Mr. Joyce will continue as a senior advisor at Danaher through February 28, 2021.

Steven M. Rales, Chairman of the Danaher Board of Directors, stated, “This announced transition comes at a time when Danaher has never been stronger or better positioned to compete given our attractive portfolio of businesses, seasoned leadership team, and Danaher Business System culture. The selection of Rainer to succeed Tom reflects the culmination of our ongoing succession planning process. Rainer has a demonstrated track record of respected leadership and success over the past decade at Danaher and is the ideal candidate to lead the Company going forward.”

Mr. Rales continued, “Tom’s leadership during the last six years as CEO has been extraordinary. During his tenure, Danaher delivered shareholder returns three times that of the S&P500 Index. He has been instrumental in significantly enhancing the portfolio, overseeing the strategic acquisitions of Pall, Cepheid, IDT, and most recently Cytiva, while also leading the creation of Fortive and Envista as stand-alone, publicly traded companies. In addition, Tom has played a central role in leading new initiatives focused on our associates, including articulating our Shared Purpose, Helping Realize Life’s Potential, and elevating the strategic importance of associate engagement, diversity and inclusion, and sustainability for our Company.”

Mr. Joyce began his career at Danaher in 1989 and has been President and Chief Executive Officer since September 2014. He said, “It has been a privilege to spend the majority of my career at Danaher, including the last six years as President and CEO. Rainer and I have worked together for more than a decade and he is the right person to lead us into the future. He is a highly respected leader within Danaher, with a wealth of experience and knowledge about our businesses and customers. He also shares my passion for the Danaher Business System, our culture, and our core values.”

Mr. Joyce continued, “Under Rainer’s leadership, our Life Sciences platform annual revenues have increased from $2.4 billion in 2015 to approximately $10 billion today. He has also enhanced the platform’s growth and margin profile while helping lead the diligence and integration of a number of acquisitions, including Sciex, Pall, IDT, Phenomenex, and Cytiva. With the support of our senior leadership team and Board, I am confident that Rainer is well-prepared to execute our strategic priorities and create significant long-term value for shareholders.”

Mr. Blair joined Danaher in 2010 as President of North America & Europe for Videojet and was promoted to President of SCIEX in 2011. In 2014, Mr. Blair was promoted to Group Executive and in 2017 Executive Vice President, with overall responsibility for Danaher’s Life Sciences platform.

“I am deeply honored and humbled that the Board has selected me to succeed Tom as Danaher’s President and CEO,” said Mr. Blair. “Throughout Danaher’s history we have focused on exceeding the expectations of our shareholders, customers and associates globally. I will work tirelessly to build on this strong foundation, and our stakeholders should expect continuity and consistency going forward. I believe that through the combination of our strong portfolio, experienced management team, and the power of the Danaher Business System we have a bright future ahead.”

ABOUT DANAHER

Danaher is a global science and technology innovator committed to helping its customers solve complex challenges and improving quality of life around the world. Its family of world class brands has leadership positions in the demanding and attractive health care, environmental and applied end-markets. With more than 20 operating companies, Danaher’s globally diverse team of approximately 67,000 associates is united by a common culture and operating system, the Danaher Business System, and its Shared Purpose, Helping Realize Life’s Potential. For more information, please visit www.danaher.com.

FORWARD LOOKING STATEMENTS

Statements in this release that are not strictly historical, including statements regarding the anticipated leadership transition and the timing thereof, the Company’s positioning and prospects under the new leadership and any other statements regarding events or developments that we believe or anticipate will or may occur in the future are "forward-looking" statements within the meaning of the federal securities laws. There are a number of important factors that could cause actual results,

developments and business decisions to differ materially from those suggested or indicated by such forward-looking statements and you should not place undue reliance on any such forward-looking statements. These factors include, among other things, the highly uncertain and unpredictable severity, magnitude and duration of the COVID-19 pandemic (and the related governmental, business and community responses thereto) on our business, results of operations and financial condition, Danaher's ability to successfully integrate the operations and employees of the Biopharma business Danaher recently acquired from General Electric Company (now known as Cytiva) with Danaher's existing business, the ability to realize anticipated financial, tax and operational synergies and benefits from such acquisition, Cytiva's performance and maintenance of important business relationships, the impact of our debt obligations (including the debt incurred to finance the acquisition of Cytiva) on our operations and liquidity, deterioration of or instability in the economy, the markets we serve and the financial markets (including as a result of the COVID-19 pandemic), developments and uncertainties in U.S. policy stemming from the U.S. administration, such as changes in U.S. trade and tariff policies and the reaction of other countries thereto, contractions or growth rates and cyclicality of markets we serve, competition, our ability to develop and successfully market new products and technologies and expand into new markets, the potential for improper conduct by our employees, agents or business partners, our compliance with applicable laws and regulations (including regulations relating to medical devices and the health care industry), the results of our clinical trials and perceptions thereof, our ability to effectively address cost reductions and other changes in the health care industry, our ability to successfully identify and consummate appropriate acquisitions and strategic investments and successfully complete divestitures and other dispositions, our ability to integrate the businesses we acquire and achieve the anticipated benefits of such acquisitions, contingent liabilities relating to acquisitions, investments and divestitures (including tax-related and other contingent liabilities relating to past and future IPOs, split-offs or spin-offs), security breaches or other disruptions of our information technology systems or violations of data privacy laws, the impact of our restructuring activities on our ability to grow, risks relating to potential impairment of goodwill and other intangible assets, currency exchange rates, tax audits and changes in our tax rate and income tax liabilities, changes in tax laws applicable to multinational companies, litigation and other contingent liabilities including intellectual property and environmental, health and safety matters, the rights of the United States government to use, disclose and license certain intellectual property we license if we fail to commercialize it, risks relating to product, service or software defects, product liability and recalls, risks relating to product manufacturing, our relationships with and the performance of our channel partners, uncertainties relating to collaboration arrangements with third-parties, commodity costs and surcharges, our ability to adjust purchases and manufacturing capacity to reflect market conditions, reliance on sole sources of supply, the impact of deregulation on demand for our products and services, labor matters, international economic, political, legal, compliance and business factors (including the impact of the United Kingdom's separation from the EU and uncertainty relating to the terms of such separation), disruptions relating to man-made and natural disasters (including pandemics such as COVID-19) and pension plan costs. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in our SEC filings, including our 2019 Annual Report on Form 10-K, our Quarterly Report on Form 10-Q for the first quarter of 2020 and our Prospectus Supplement filed with the SEC on April 6, 2020 pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended. These forward-looking statements speak only as of the date of this release and except to the extent required by applicable law, the Company does not assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise.

CONTACT

Matthew E. Gugino

Vice President, Investor Relations

Danaher Corporation

2200 Pennsylvania Avenue, N.W., Suite 800W

Washington, D.C. 20037

Telephone: (202) 828-0850

Fax: (202) 828-0860