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): September 5, 2019
THERMO FISHER SCIENTIFIC INC.
(Exact name of Registrant as specified in its Charter)
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| Delaware | | 1-8002 | | 04-2209186 |
| (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: |
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $1.00 par value | | TMO | | New York Stock Exchange |
| Floating Rate Notes due 2020 | | TMO /20A | | New York Stock Exchange |
| 1.500% Notes due 2020 | | TMO 20A | | New York Stock Exchange |
| 2.150% Notes due 2022 | | TMO 22A | | New York Stock Exchange |
| 0.750% Notes due 2024 | | TMO 24A | | New York Stock Exchange |
| 2.000% Notes due 2025 | | TMO 25 | | New York Stock Exchange |
| 1.400% Notes due 2026 | | TMO 26A | | New York Stock Exchange |
| 1.450% Notes due 2027 | | TMO 27 | | New York Stock Exchange |
| 1.375% Notes due 2028 | | TMO 28 | | New York Stock Exchange |
| 1.950% Notes due 2029 | | TMO 29 | | New York Stock Exchange |
| 2.875% Notes due 2037 | | TMO 37 | | 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 or Rule 12b-2 of the Securities Exchange Act of 1934. ☐ 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. ☐
THERMO FISHER SCIENTIFIC INC.
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 5, 2019, the Board of Directors of Thermo Fisher Scientific Inc. (the “Company”), elected Debora L. Spar as a director of the Company, effective September 5, 2019, for a term expiring at the 2020 annual meeting. Ms. Spar was appointed to the Board’s Audit Committee. Ms. Spar is currently a Baker Foundation Professor at Harvard Business School, where she returned after serving as President of Barnard College from 2008 to 2017. Prior to her time at Barnard, Ms. Spar was a professor at Harvard Business School for 17 years and served as Senior Associate Dean for Faculty Research and Development.
In connection with her service as a director, Ms. Spar will be entitled to receive the Company’s previously disclosed standard agreements and arrangements for non-employee directors as described in Exhibit 10.7 to the Company's annual report on Form 10-K for the year ended December 31, 2016, which was filed with the SEC on February 28, 2017 (File No. 001-08002), and will enter into the Company’s standard form of indemnification agreement, which was filed as Exhibit 10.2 to the Company’s Registration Statement on Form S-4 (Reg. No. 333-90661).
Effective on October 1, 2019, Patrick M. Durbin, Senior Vice President, has decided to leave the Company. In connection with his departure, Mr. Durbin will receive payments under the Company’s Executive Severance Policy. Gianluca Pettiti, President of the Company’s biosciences business, will assume Mr. Durbin’s role. Mr. Pettiti brings a unique global perspective to the role. Before assuming leadership of the biosciences business in 2018, Mr. Pettiti was President of Thermo Fisher China, where he established industry-leading commercial operations, expanded manufacturing and technology capabilities, and led the business to outstanding growth.
THERMO FISHER SCIENTIFIC INC.
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 thereunto duly authorized.
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| | | THERMO FISHER SCIENTIFIC INC. |
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| Date: | September 6, 2019 | By: | /s/ Michael A. Boxer |
| | | | Michael A. Boxer |
| | | | Senior Vice President and General Counsel |
