UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) September 9, 2014
Danaher Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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001-08089
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59-1995548
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(Commission File Number)
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(IRS Employer Identification No.)
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2200 Pennsylvania Avenue, NW, Suite 800W, Washington, D.C.
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20037-1701
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(Address of Principal Executive Offices)
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(Zip Code)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 5.02
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DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
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In connection with the promotion of Thomas P. Joyce, Jr. to President and Chief Executive Officer of Danaher Corporation (“Danaher”
or the “Company”) on September 9, 2014, the Compensation Committee of the Board of Directors has effective as of such date:
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increased Mr. Joyce’s annual base salary rate from $825,000 to $1,000,000;
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modified Mr. Joyce’s 2014 target bonus opportunity under the Company’s 2007 Executive Incentive Compensation Plan to provide that 69% of his 2014 target bonus opportunity will be based on a target bonus
percentage of 150% and a base salary rate of $825,000 (reflecting the bonus terms in effect during the portion of 2014 he served as Executive Vice President), and 31% of his 2014 target bonus opportunity will be based on a target bonus percentage of
200% and a base salary rate of $1,000,000 (reflecting the new bonus terms applicable to the portion of 2014 he will serve as President and CEO);
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awarded Mr. Joyce equity compensation under the Company’s 2007 Stock Incentive Plan with a target award value of $2,330,000, split equally between stock options and performance-based RSUs (“RSUs”).
One-half of the options and RSUs will vest on each of the fourth and fifth anniversaries of the grant date, provided that none of the RSUs will vest unless the Company completes four consecutive fiscal quarters starting after the grant date and
ending on or prior to the tenth anniversary of the grant date in which (x) the Company’s Adjusted EPS exceeds 110% of its Adjusted EPS for the four fiscal quarters ended June 27, 2014 and (y) the Company achieves positive net
income;
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amended the Agreement Regarding Competition and Protection of Proprietary Interests dated March 16, 2009 by and between Danaher and Mr. Joyce (the “Agreement”) to provide that if Danaher terminates
Mr. Joyce’s employment without cause, in addition to the 12 months of base salary already provided for under the Agreement and as additional consideration for Mr. Joyce’s obligations under the Agreement, Danaher will (1) pay
him an amount equal to the average of the annual cash incentive compensation awards paid to him with respect to the three most recent, completed calendar years prior to the date of termination (the “Three-Year Average Annual Bonus”),
(2) pay him a prorated portion of the Three-Year Average Annual Bonus (but such Bonus amount not to exceed 250% of his annual base salary rate as of the termination date), based on the number of days he is employed by the Company in the year of
termination divided by 365, and (3) accelerate the time-based vesting applicable to his outstanding equity awards on a pro rata basis based on the number of days between the grant date and termination date divided by the total number of days in
the original vesting term of the award; and
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approved relocation benefits in accordance with the Company’s relocation policy for management employees and personal usage of the Company aircraft capped at $125,000 per year.
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ITEM 9.01
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FINANCIAL STATEMENTS AND EXHIBITS
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Exhibit
No.
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Description
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10.1
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Amendment dated September 11, 2014 to Agreement Regarding Competition and Protection of Proprietary Interests by and between Danaher Corporation and Thomas P. Joyce, Jr.
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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.
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DANAHER CORPORATION
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By:
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/s/ Daniel L. Comas
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Name:
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Daniel L. Comas
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Title:
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Executive Vice President and Chief Financial Officer
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Dated: September 15, 2014
EXHIBIT INDEX
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Exhibit
No.
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Description
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10.1
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Amendment dated September 11, 2014 to Agreement Regarding Competition and Protection of Proprietary Interests by and between Danaher Corporation and Thomas P. Joyce, Jr.
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Exhibit 10.1
September 11, 2014
VIA E-MAIL
Mr. Thomas P. Joyce
Dear Tom,
We are delighted that you are
assuming the position of Chief Executive Officer of Danaher Corporation (“Danaher”) and very much look forward to your continued contributions. Please allow this letter to serve as documentation of the changes to the Agreement Regarding
Competition and Protection of Proprietary Interests dated March 16, 2009 by and between Danaher and you (the “Proprietary Interests Agreement”) as set forth below, effective as of September 9, 2014:
1. Section 7(a)(1)(iv) of the Proprietary Interests Agreement is hereby amended and restated in its entirety as follows:
(iv) my failure or refusal to comply with Company standards, policies or procedures in any material way, including without limitation the
Company’s Standards of Conduct as amended from time to time;
2. The last sentence of Section 7(b) of the Proprietary
Interests Agreement shall be deleted in its entirety and the first sentence of Section 7(b) of the Proprietary Interests Agreement is hereby amended and restated in its entirety as follows:
The Company agrees that if the Company terminates my employment “without cause” (as defined above), I shall be entitled to
(1) severance pay of three 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” (the
“Termination Date”) to be paid on the same schedule as if I were still employed by the Company, (2) an amount equal to the average of the annual cash incentive compensation awards paid to me with respect to the three most recent,
completed calendar years prior to the Termination Date (the “Three-Year Average Bonus Amount”) to be paid in a lump sum payment within 30 calendar days after my execution of the release of claims described below, (3) 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
1
⁄
2
) months after the end of the calendar year in which the Termination
Date occurs), and (4) an amount equal to the product of (x) the lesser of the Three-Year Average Bonus Amount and two hundred and fifty percent (250%) of my annual base salary rate as of the Termination Date, 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”).
3. The following provision is
hereby added as Section 7(c) to the Proprietary Interests Agreement (and the current Section 7(c) shall be renumbered as Section 7(d)):
As additional consideration for my obligations in this Agreement, with respect to each equity compensation award granted by the Company to me
that is subject to time-based vesting requirements that have not been fully satisfied as of the Termination Date (each, an “Equity Award”), the time-based vesting requirements applicable thereto will as of immediately prior to such
termination be deemed satisfied with respect to a pro rata portion of such award equal to the quotient of (1) the number of days between the grant date of such award and the Termination Date, divided by (2) the number of days between the
grant date of such award and the first date as of which the time-based vesting requirements of such award would be fully satisfied in accordance with the award terms. The pro rata vesting methodology set forth above will be applied to the entirety
of each Equity Award as originally granted as if no portion of such Equity Award had vested as of the Termination Date. Any performance-based vesting requirements applicable to any Equity Award that remain unsatisfied as of the Termination Date
shall be unaffected by the foregoing. The portion of each Equity Award with respect to which time-based vesting requirements have been deemed satisfied, which is also subject to performance-based vesting requirements, shall remain outstanding
pending the satisfaction (or not) of the performance-based vesting criteria. Notwithstanding anything to the contrary herein, I agree to notify the Chairman of the Board of the Company in writing no less than 180 days prior to any termination of
employment by me.
Except as expressly stated above, all other terms and conditions of the Proprietary Interests Agreement remain in full force and
effect.
Sincerely,
/s/ Steven M. Rales (on behalf of
Danaher Corporation)
Name: Steven M. Rales
Title: Chairman
of the Board
Date: 9/14/14
Acknowledged and agreed:
/s/ Thomas P. Joyce, Jr.
Thomas P. Joyce, Jr.
Date: 9/12/2014