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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): September 9, 2025
__________________
| | | | | | | | |
| 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, N.W., | | 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):
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| ☐ | 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 |
| | |
| 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).
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 5.03 | AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR |
On and effective September 9, 2025, the Board of Directors of Danaher Corporation (the “Company”) amended and restated the Company’s Amended and Restated By-laws (as so amended and restated, the “By-laws”) to revise the advance notice and related procedural and disclosure requirements for shareholders to propose business at a meeting of shareholders, including the requirements for the valid nomination of a candidate for director. The By-laws also contain certain other routine and non-substantive updates and revisions.
The foregoing description is qualified in its entirety by reference to the full text of the By-laws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
On September 9, 2025, the Board of Directors of the Company approved a new share repurchase program authorizing the repurchase of up to 35 million shares of the Company’s common stock from time to time on the open market (including through the use of trading plans intended to qualify under Rule 10b5-1 under the Exchange Act of 1934, as amended), in privately negotiated transactions or by other methods, at the Company’s discretion. This authorization is in addition to, and does not impact, share repurchase authorizations previously approved by the Board. The program has no expiration date and will continue until otherwise suspended or terminated at any time for any reason. The timing and amount of any shares repurchased under the program will be determined by members of the Company’s management based on its evaluation of market and business conditions and other factors.
| | | | | | | | |
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
| | |
| (c) | Exhibits: |
| | |
| Exhibit No. | | Description |
| |
| 3.1 | | | Amended and Restated By-Laws of Danaher Corporation |
| | |
| 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.
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| | | DANAHER CORPORATION |
| | | |
| Date: | September 9, 2025 | By: | /s/ James F. O’Reilly |
| | | James F. O’Reilly |
| | | Senior Vice President, Deputy General Counsel and Secretary; Chief Sustainability Officer |
