Fortive (FTV) 8-K Submission of Matters to a Vote of Security Holders

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

June 6, 2023

Date of Report (Date of Earliest Event Reported)

Fortive Corporation

(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-37654	47-5654583
(State or Other Jurisdiction of Incorporation)	(Commission file Number)	(I.R.S. Employer Identification No.)

6920 Seaway Blvd

Everett, WA 98203

(Address of principal executive offices)

Registrant’s telephone number, including area code: (425) 446-5000

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:

☐ 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 Symbols	Name of Each Exchange on Which Registered
Common stock, par value $.01 per share	FTV	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 (§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 2023 Annual Meeting of Shareholders of Fortive Corporation (the “Company”) held on June 6, 2023, the Company’s shareholders voted on the following five proposals:

Proposal 1: To elect the nine director nominees named in the Company’s Proxy Statement filed with the U.S. Securities and Exchange Commission on April 24, 2023, each for a one-year term expiring at the 2024 annual meeting and until his or her respective successor is duly elected and qualified. Each nominee for director was elected by a vote of the shareholders as follows:

	For		Against		Abstain		Broker Non- Votes
Eric Branderiz		316,949,529		525,495		171,473		10,540,776
Daniel L. Comas		312,898,790		4,578,359		169,348		10,540,776
Sharmistha Dubey		310,566,994		6,906,777		172,726		10,540,776
Rejji P. Hayes		316,727,067		744,813		174,617		10,540,776
Wright L. Lassiter III		313,026,937		4,448,779		170,781		10,540,776
James A. Lico		316,770,791		700,558		175,148		10,540,776
Kate D. Mitchell		303,822,291		13,656,968		167,238		10,540,776
Jeannine Sargent		315,051,985		2,419,993		174,519		10,540,776
Alan G. Spoon		286,499,440		30,536,120		610,937		10,540,776

Proposal 2: To approve on an advisory basis the Company’s named executive officer compensation. The proposal was approved by a vote of the shareholders as follows:

For	227,318,216
Against	89,673,418
Abstain	654,863
Broker Non-Votes	10,540,776

Proposal 3: To hold an advisory vote relating to the frequency of future shareholder advisory votes on the Company’s named executive officer compensation. The option of every “One Year” received the highest number of votes by the shareholders as follows:

One Year	314,465,789
Two Years	83,420
Three Years	2,946,983
Abstain	150,305
Broker Non-Votes	10,540,776

Based on the voting results set forth above with respect to Proposal 3 and consistent with the Board’s prior recommendation, the Board of Directors has adopted a policy to hold an annual advisory vote on named executive officer compensation until the next required vote on the frequency of future shareholder advisory votes on the Company’s named executive officer compensation.

Proposal 4: To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. The proposal was approved by a vote of the shareholders as follows:

For	317,262,372
Against	10,718,172
Abstain	206,729

Proposal 5: To consider and act upon a shareholder proposal seeking shareholder ratification of termination pay. The proposal was rejected by a vote of the shareholders as follows:

For	22,436,436
Against	294,052,563
Abstain	1,157,498
Broker Non-Votes	10,540,776

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.

	FORTIVE CORPORATION
	By:	/s/ Daniel B. Kim
		Name: Daniel B. Kim
		Title: Vice President - Associate General Counsel and Secretary
Date: June 9, 2023