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DANAHER CORPORATION

(DHR)
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DANAHER CORP /DE/ : Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits (form 8-K)

07/13/2021 | 05:11pm EDT

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR



On and effective July 13, 2021, 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 implement an exclusive forum
bylaw provision. The provision provides that unless the Company selects or
consents to the selection of an alternative forum, the sole and exclusive forum
for any complaint asserting any internal corporate claims, to the fullest extent
permitted by law and subject to applicable jurisdictional requirements, will be
the Court of Chancery of the State of Delaware (or, if the Court of Chancery
does not have, or declines to accept, jurisdiction, another state court or a
federal court located within the State of Delaware).

The amendments also (1) allow the Board to fix a record date for determining
which shareholders can deliver requests to call a special meeting, specify that
only shareholders who submit special meeting requests are entitled to present
business or nominations at such special meeting and implement other procedural
updates to the special meeting process; (2) confirm and clarify the powers that
the chair of a shareholder meeting has in managing the meeting; (3) clarify that
the Company officers entitled to mandatory indemnification and advancement of
expenses under the By-laws are those officers designated as such by the Board;
(4) require the shareholders submitting business or nominations at a shareholder
meeting (or their qualified representative) to be present at the meeting to
present such business or nominations, and permit the Company to disregard any
business or nomination if the proposing shareholder does not comply with the
applicable information requirements provided in the By-laws; (5) specify the
manner by which shareholders may deliver certain documents to the Company; (6)
update the information and representations required to be submitted by nominees
for election to the Board; and (7) provide for special powers on the part of
directors during an emergency. The By-laws also include a number of other
ministerial, clarifying and conforming changes.

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.


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)



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© Edgar Online, source Glimpses

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