Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On December 2, 2022, the Board of Directors (the “Board”) of Fortive Corporation (the “Company”) approved an increase in the size of the Board from eight to nine members, effective January 1, 2023, and appointed Eric Branderiz to the Board with a term commencing on January 1, 2023 and expiring at the 2023 Annual Meeting of Shareholders and until his successor is duly elected and qualified. In addition, the Board concurrently appointed Mr. Branderiz to the Audit Committee of the Board, effective January 1, 2023.
As a non-employee director, Mr. Branderiz will receive the same compensation paid to other non-employee directors of the Company as disclosed in Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 1, 2021, which is incorporated by reference herein. Mr. Branderiz has also entered into an indemnification agreement with the Company, the form of which is disclosed as Exhibit 10.10 to Amendment No. 2 to the Company’s Registration Statement on Form 10, filed on April 7, 2016 and is incorporated by reference herein.
In connection with the appointment of Mr. Branderiz, the Board also determined that Mr. Branderiz is independent within the meaning of the listing standards of the New York Stock Exchange and is an audit committee financial expert as defined in Item 407(d) of Regulation S-K.
There is no arrangement or understanding between Mr. Branderiz and any other person pursuant to which Mr. Branderiz was selected as a director of the Company. Furthermore, there are no transactions in which Mr. Branderiz has an interest requiring disclosure under Item 404(a) of Regulation S-K.
