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Thermo Fisher (NYSE: TMO) holders back board but reject 2026 executive pay proposal

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Thermo Fisher Scientific Inc. reported the results of shareholder voting from its May 20, 2026 annual meeting. All nominated directors were elected, each receiving substantially more votes "For" than "Against." For example, Debora L. Spar received 314,426,121 votes for and 311,821 against.

A key outcome was that a non-binding, advisory proposal on the compensation of the company’s named executive officers was not approved, with 99,928,178 votes for and 214,525,673 against. Shareholders also ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, by 296,866,709 votes for and 36,064,900 against.

Positive

  • None.

Negative

  • The non-binding, advisory proposal on compensation of named executive officers was not approved, with 214,525,673 votes against and 99,928,178 for, signaling significant shareholder concern about executive pay practices.

Insights

Shareholders re-elected directors but rejected executive pay in a notable governance signal.

Thermo Fisher Scientific Inc. shareholders elected all director nominees with strong support, as each candidate received far more "For" than "Against" votes. This indicates broad backing for the current board composition and overall strategic direction.

However, the non-binding, advisory proposal on compensation for named executive officers was not approved, with 214,525,673 votes against and 99,928,178 for. A failed advisory vote often reflects concerns about pay practices or alignment with performance, even though it does not directly change compensation.

Shareholders also ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending on December 31, 2026, with 296,866,709 votes for and 36,064,900 against. Future proxy materials and engagement between the board and investors may clarify how the company responds to the compensation vote outcome.

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.
Executive compensation advisory vote - For 99,928,178 votes Non-binding proposal on named executive officers’ compensation
Executive compensation advisory vote - Against 214,525,673 votes Non-binding proposal on named executive officers’ compensation
Auditor ratification - For 296,866,709 votes Ratification of PricewaterhouseCoopers LLP for fiscal year ending Dec 31, 2026
Auditor ratification - Against 36,064,900 votes Ratification of PricewaterhouseCoopers LLP for fiscal year ending Dec 31, 2026
Debora L. Spar director votes - For 314,426,121 votes Election to board of directors
Debora L. Spar director votes - Against 311,821 votes Election to board of directors
non-binding, advisory proposal regulatory
"A non-binding, advisory proposal on the compensation of the Company’s named executive officers was not approved."
named executive officers financial
"A non-binding, advisory proposal on the compensation of the Company’s named executive officers was not approved."
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
independent registered public accounting firm regulatory
"The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2026 was ratified."
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.
Emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Understanding 8-K Material Events →
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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): May 20, 2026

THERMO FISHER SCIENTIFIC INC.
(Exact name of Registrant as specified in its Charter)
Delaware1-800204-2209186
(State of incorporation)(Commission File Number)(I.R.S. Employer Identification Number)

168 Third Avenue
Waltham, Massachusetts 02451
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (781) 622-1000
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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $1.00 par valueTMONew York Stock Exchange
1.450% Notes due 2027TMO 27New York Stock Exchange
1.750% Notes due 2027TMO 27BNew York Stock Exchange
Floating Rate Notes due 2027TMO 27DNew York Stock Exchange
0.500% Notes due 2028TMO 28ANew York Stock Exchange
1.375% Notes due 2028TMO 28New York Stock Exchange
1.950% Notes due 2029TMO 29New York Stock Exchange
0.875% Notes due 2031TMO 31New York Stock Exchange
2.375% Notes due 2032TMO 32New York Stock Exchange
3.650% Notes due 2034TMO 34New York Stock Exchange
3.628% Notes due 2035TMO 35ANew York Stock Exchange
2.875% Notes due 2037TMO 37New York Stock Exchange
1.500% Notes due 2039TMO 39New York Stock Exchange
1.875% Notes due 2049TMO 49New 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 5.07    Submission of Matters to a Vote of Security Holders
At the Annual Meeting held on May 20, 2026, the shareholders of the Company voted on the following proposals:
1.    The following nominees were elected to the Company’s Board of Directors for a one-year term expiring at the 2027 annual meeting of shareholders.
ForAgainstAbstain
Marc N. Casper294,015,478 20,501,640 1,202,257 
Nelson J. Chai293,142,241 21,615,744 961,390 
Ruby R. Chandy
312,259,374 2,490,403 969,598 
C. Martin Harris285,543,740 28,753,064 1,422,571 
Tyler Jacks304,372,357 10,373,697 973,321 
Jennifer M. Johnson
304,583,443 10,151,215 984,717 
R. Alexandra Keith308,290,311 6,269,824 1,159,240 
Karen S. Lynch308,933,071 5,811,374 974,930 
Debora L. Spar314,426,121 311,821 981,433 
Scott M. Sperling292,218,754 22,524,675 975,946 
Dion J. Weisler281,791,656 32,960,105 967,614 

2.    A non-binding, advisory proposal on the compensation of the Company’s named executive officers was not approved.
ForAgainstAbstain
99,928,178 214,525,673 1,265,524 

3.    The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2026 was ratified.
ForAgainstAbstain
296,866,709 36,064,900 999,237 



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.
THERMO FISHER SCIENTIFIC INC.
Date:May 26, 2026By:/s/ Thomas B. Shropshire
Thomas B. Shropshire
Senior Vice President and General Counsel


Source: View Original Filing on SEC EDGAR

FAQ

What did Thermo Fisher (TMO) shareholders vote on at the May 20, 2026 meeting?

Shareholders voted on electing directors, approving a non-binding advisory proposal on executive compensation, and ratifying PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

Were all Thermo Fisher (TMO) director nominees elected at the 2026 annual meeting?

Yes, all nominated directors were elected. Each candidate received substantially more votes “For” than “Against.” For example, Debora L. Spar received 314,426,121 votes for, 311,821 against, and 981,433 abstentions, confirming strong support for the board slate.

What happened to Thermo Fisher’s advisory vote on executive compensation in 2026?

The non-binding, advisory proposal on compensation of Thermo Fisher’s named executive officers was not approved. It received 99,928,178 votes for, 214,525,673 votes against, and 1,265,524 abstentions, indicating substantial shareholder opposition to the current pay program.

Did Thermo Fisher (TMO) shareholders ratify the auditor for fiscal 2026?

Yes. Shareholders ratified the appointment of PricewaterhouseCoopers LLP as Thermo Fisher’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 296,866,709 votes for, 36,064,900 against, and 999,237 abstentions.

Why is the failed Thermo Fisher say-on-pay vote in 2026 important for investors?

The failed advisory vote on executive compensation highlights investor concern over Thermo Fisher’s pay practices. Although non-binding, such outcomes often prompt boards to review pay design, engagement with major shareholders, and potential adjustments in future compensation programs.

Filing Exhibits & Attachments

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