OTHER
INFORMATION
Information Relating to Forward-Looking Statements
Certain statements included in this Proxy Statement are forward-looking statements within the meaning of the United States federal securities laws. All
statements other than historical factual information are forward-looking statements, including without limitation statements regarding strategic plans and plans for growth, innovation and future operations; financial or operating targets or
projections; projected cost savings; future capital allocation, acquisitions and the integration thereof; plans and strategies relating to corporate governance, executive compensation and corporate social responsibility; the goals, objectives and
anticipated benefits of our executive compensation program; the tax impact of executive or equity compensation; the effect of an event of termination or
change-of-control;
risk assessments and risk mitigation efforts; anticipated commercial activity; anticipated benefits of certain related person transactions; general
economic and capital markets conditions; the timing of any of the foregoing; assumptions underlying any of the foregoing; and any other statements that address events or developments that Danaher intends or believes will or may occur in the future.
Terminology such as believe, anticipate, should, could, intend, will, plan, expect, estimate, project, target,
may, possible, potential, forecast and positioned and similar references to future periods are intended to identify forward-looking statements, although not all forward-looking statements
are accompanied by such words. Forward-looking statements are based on assumptions and assessments made by our management in light of their experience and perceptions of historical trends, current conditions, expected future developments and other
factors they believe to be appropriate. These forward-looking statements are subject to a number of risks and uncertainties, including but not limited to the risks and uncertainties set forth under Item 1A. Risk Factors in our Annual
Report on Form
10-K
for the year ended December 31, 2017. Forward-looking statements are not guarantees of future performance and actual results may differ materially from the results, developments and
business decisions contemplated by our forward-looking statements. Accordingly, you should not place undue reliance on any such forward-looking statements. Forward-looking statements included in this Proxy Statement speak only as of the date of this
Proxy Statement. Except to the extent required by applicable law, we do 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.
Website Disclosure
We may provide disclosure in the Investor
Corporate Governance section of our corporate website, http://www.danaher.com, of any of the following: (1) the identity of the presiding director at meetings of
non-management
or independent
directors, or the method of selecting the presiding director if such director changes from meeting to meeting; (2) the method for interested parties to communicate directly with the Board or with individual directors, the Lead Independent
Director or the
non-management
or independent directors as a group; (3) the identity of any member of Danahers Audit Committee who also serves on the audit committees of more than three public
companies and a determination by the Board that such simultaneous service will not impair the ability of such member to effectively serve on Danahers Audit Committee; and (4) contributions by Danaher to a tax exempt organization in which
any
non-management
or independent director serves as an executive officer if, within the preceding three years, contributions in any single fiscal year exceeded the greater of $1 million or 2% of such tax
exempt organizations consolidated gross revenues. We also intend to disclose any amendment to the Standards of Conduct that relates to any element of the code of ethics definition enumerated in Item 406(b) of Regulation
S-K
under the Securities Exchange Act, and any waiver from a provision of the Standards of Conduct granted to any of our directors, principal executive officer, principal financial officer, principal accounting
officer, or any other executive officer, in the Investor Corporate Governance section of our corporate website, http://www.danaher.com, within four business days following the date of such amendment or waiver.
Communications with the Board of Directors
Shareholders and other parties
interested in communicating directly with the Board or with individual directors, the Lead Independent Director or the
non-management
or independent directors as a group may do so by addressing communications
to the Board of Directors, to the specified individual director or to the
non-management
or independent directors, as applicable, c/o Corporate Secretary, Danaher Corporation, 2200 Pennsylvania Avenue, N.W.,
Suite 800W, Washington, D.C. 20037-1701.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act requires our officers and directors, and persons who own more than 10% of a registered class of our equity securities,
to file reports of ownership and changes in ownership with the SEC. Officers, directors and
greater-than-10%
shareholders are required by SEC regulations to furnish us with copies of all reports they file
pursuant to Section 16(a).
Based solely on a review of the copies of such reports furnished to us, or written representations from certain reporting persons
that no other reports were required for those persons, we believe that, during the year ended December 31, 2017, all Section 16(a) filing requirements applicable to our officers, directors and
greater-than-10%
shareholders were satisfied except that due to the Companys
|
|
|
|
|
DANAHER
2018 PROXY STATEMENT
59
|
|
|