Danaher (NYSE: DHR) investors approve incentive plan, pay and auditor
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Danaher Corporation reported results from its May 5, 2026 annual shareholder meeting. Shareholders approved an Amended and Restated Omnibus Incentive Plan that increases the plan’s share reserve by 20 million shares of common stock and extends its term to May 5, 2036.
All eleven director nominees were elected with strong majorities, and shareholders ratified Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026. Shareholders also approved, on an advisory basis, the company’s named executive officer compensation and formally approved the incentive plan itself.
Positive
- None.
Negative
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8-K Event Classification
3 items: 5.02, 5.07, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Incentive plan share reserve increase: 20 million shares
Incentive plan term: to May 5, 2036
Audit firm ratification votes for: 595,609,858 votes
+3 more
6 metrics
Incentive plan share reserve increase
20 million shares
Increase in Omnibus Incentive Plan share reserve approved May 5, 2026
Incentive plan term
to May 5, 2036
Extended term of Amended and Restated Omnibus Incentive Plan
Audit firm ratification votes for
595,609,858 votes
Votes for ratifying Ernst & Young LLP for year ending December 31, 2026
Executive compensation advisory votes for
553,754,519 votes
Advisory approval of named executive officer compensation
Incentive plan approval votes for
553,836,647 votes
Shareholder approval of the Amended and Restated Omnibus Incentive Plan
Example director support
590,861,836 votes for
Votes for director nominee Charles W. Lamanna
Key Terms
Omnibus Incentive Plan, broker non-votes, named executive officer compensation, independent registered public accounting firm
4 terms
Omnibus Incentive Plan financial
"shareholders approved the Amended and Restated Danaher Corporation Omnibus Incentive Plan (the “Plan”)"
An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.
broker non-votes financial
"Each nominee for director was elected by a vote of the shareholders as follows"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
named executive officer compensation financial
"To approve on an advisory basis the Company’s named executive officer compensation."
Pay and benefits disclosed for a company’s top executives identified in regulatory filings, including salary, bonuses, stock awards, option grants, pension contributions and other perks. Think of it as a public paycheck summary for senior managers that shows how they are rewarded and motivated. Investors use it to judge whether executive incentives align with shareholder interests, to assess potential costs and risks, and to evaluate corporate governance.
independent registered public accounting firm financial
"To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
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, 2026
__________________
| (Exact Name of Registrant as Specified in Its Charter) | ||||||||
__________________
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||
| (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 | ||||||
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 5, 2026, at the annual meeting of shareholders (the “Annual Meeting”) of Danaher Corporation (the “Company”), as further described in Item 5.07 below, the Company’s shareholders approved the Amended and Restated Danaher Corporation Omnibus Incentive Plan (the “Plan”). Previously, the Board of Directors of the Company approved the Plan (subject to shareholder approval) to increase the Plan’s share reserve by 20 million shares of Common Stock and extend the Plan term to May 5, 2036.
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 March 25, 2026. 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.
| ITEM 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS | ||||
The Company’s annual meeting of shareholders was held on May 5, 2026. At the annual meeting, the Company’s shareholders voted on the following proposals:
1. To elect the eleven directors named in the Company’s proxy statement to terms expiring in 2027. Each nominee for director was elected by a vote of the shareholders as follows:
| For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||
| Rainer M. Blair | 588,328,554 | 7,060,627 | 394,475 | 36,129,645 | |||||||||||||||||||
| Feroz Dewan | 572,679,518 | 21,482,953 | 1,621,185 | 36,129,645 | |||||||||||||||||||
| Linda Filler | 484,585,744 | 110,431,359 | 766,553 | 36,129,645 | |||||||||||||||||||
| Charles W. Lamanna | 590,861,836 | 4,510,517 | 411,303 | 36,129,645 | |||||||||||||||||||
| Teri List | 462,346,887 | 132,804,946 | 631,823 | 36,129,645 | |||||||||||||||||||
| Mitchell P. Rales | 584,749,121 | 10,636,383 | 398,152 | 36,129,645 | |||||||||||||||||||
| Steven M. Rales | 578,334,314 | 16,812,806 | 636,536 | 36,129,645 | |||||||||||||||||||
| A. Shane Sanders | 439,300,748 | 155,803,065 | 679,843 | 36,129,645 | |||||||||||||||||||
| Alan G. Spoon | 550,524,407 | 44,853,170 | 406,079 | 36,129,645 | |||||||||||||||||||
| Raymond C. Stevens, PhD | 474,476,236 | 120,672,805 | 634,615 | 36,129,645 | |||||||||||||||||||
| Elias A. Zerhouni, MD | 538,619,559 | 55,838,928 | 1,325,169 | 36,129,645 | |||||||||||||||||||
2. To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026. The proposal was approved by a vote of shareholders as follows:
| For | 595,609,858 | ||||
| Against | 35,828,479 | ||||
| Abstain | 474,964 | ||||
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 | 553,754,519 | ||||
| Against | 41,555,863 | ||||
| Abstain | 473,274 | ||||
| Broker Non-Votes | 36,129,645 | ||||
4. To approve the Plan. The proposal was approved by a vote of shareholders as follows:
| For | 553,836,647 | ||||
| Against | 41,437,418 | ||||
| Abstain | 509,591 | ||||
| Broker Non-Votes | 36,129,645 | ||||
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS | |||||||
| (c) | Exhibits: | |||||||
| Exhibit No. | Description | |||||||
| 10.1 | Amended and Restated Danaher Corporation Omnibus Incentive Plan (Incorporated by reference from Appendix B to Danaher Corporation’s Proxy Statement on Schedule 14A filed on March 25, 2026) | |||||||
| 104 | The cover page from this Current Report on Form 8-K, formatted as Inline XBRL. | |||||||
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 7, 2026 | By: | /s/ James F. O'Reilly | ||||||||
| James F. O'Reilly | |||||||||||
| Senior Vice President, Deputy General Counsel and Secretary; Chief Sustainability Officer | |||||||||||
FAQ
How long will Danaher’s Amended Omnibus Incentive Plan remain in effect?
The plan term was extended to May 5, 2036. This longer duration gives Danaher a multi‑year framework for granting stock-based incentives under the approved share reserve, supporting long-term compensation and retention programs across its leadership and broader employee base.