Fortive Corp
For the period ended Jun 3, 2025. Filed Apr 21, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 3, 2025 · Filed Apr 21, 2025
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under § 240.14a-12 |
FORTIVE CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Proxy
Statement
and Notice of Annual
Meeting of Shareholders
We compete for
shareholders.
We believe in prioritizing
trust, sustainability, and positive
impact to create long-term value
for all of our stakeholders, including
our shareholders, our employees, our
customers and our communities.
Customer success inspires our innovation.
We believe our most important breakthroughs are the ones that help
our customers succeed, and we strive
to break down barriers and forge new
paths to world-changing innovations
to move our customers forward.
Kaizen is our way of life.
We know we can always
do and be better. Our
commitment to continuous
improvement, grounded in
our Fortive Business System
Inspires us to approach our
work with curiosity. We are
always growing and learning.
We build extraordinary teams for extraordinary results.
We believe we are more together, and we
all have something unique to offer as we
come together to solve problems no
one could solve alone, committed
to a strong and inclusive culture.
Our Values
FORTIVE CORPORATION
6920 Seaway Blvd
Everett, WA 98203
Notice of 2025 Annual Meeting of Shareholders
| ITEMS OF BUSINESS · BOARD RECOMMENDATION · PAGE · When:June 3, 2025 at3:00 p.m., PDT. Items of Business:5 proposals as listed here Date of Mailing:The date of mailing of this Proxy Statement is on or about April 21, 2025. Who Can Vote:Shareholders of Fortive’s common stock at the close of business on April 7, 2025. Virtual-Only Meeting:The 2025 Annual Meeting of Shareholders will be held in a virtual-only meeting format. Where:www.virtualshareholdermeeting.com/FTV2025 | ||
|---|---|---|
| 1.To elect the nine director nominees named in the Proxy Statement, each for a one-year term expiring at the 2026 annual meeting and until his or her respective successor is duly elected and qualified. | FOR | 9 |
| 2.To approve on an advisory basis Fortive’s named executive officer compensation. | FOR | 42 |
| 3.To approve the amendment and restatement of the 2016 Stock Incentive Plan to extend the term of the plan. | FOR | 85 |
| 4.To ratify the appointment of Ernst & Young LLP as Fortive’s independent registered public accounting firm for the year ending December 31, 2025. | FOR | 93 |
| 5.To act upon a shareholder proposal regarding special shareholder meetings. | AGAINST | 96 |
| YOUR VOTE IS IMPORTANT. PLEASE SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS AT YOUR EARLIEST CONVENIENCE, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING.Most shareholders have a choice of voting in advance over the Internet, by telephone or by using a traditional proxy card or voting instruction form. You may also vote during the annual meeting by following the instructions available on the meeting website during the meeting. Please refer to the attached proxy materials or the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you.The rules and procedures applicable to the 2025 Annual Meeting, together with a list of shareholders of record for inspection for any legally valid purpose, will be available at the 2025 Annual Meeting for shareholders of record at www.virtualshareholdermeeting.com/FTV2025. We are committed to ensuring that shareholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting. You will be able to attend the meeting online, vote your shares electronically, and submit questions and receive technical support during the virtual meeting.IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON June 3, 2025:The Notice of Internet Availability, Notice of Annual Meeting, Proxy Statement and the Annual Report are available at: http://www.proxyvote.com.By Order of the Board of Directors, Daniel B. KimSecretaryApril 21, 2025 | ||
Table of Contents
| Proxy Summary | 2 | Proposal 2: Advisory Vote on Executive Compensation | 42 |
|---|---|---|---|
| About Fortive | 2 | ||
| Fortive Business System | 2 | Compensation Discussion and Analysis | 43 |
| Financial Performance Highlights | 2 | What Guides Our Program | 49 |
| Separation | 3 | 2024 Executive Compensation in Detail | 55 |
| Proxy Voting Roadmap | 4 | Other Practices, Policies & Guidelines | 66 |
| Proposal 1: Election of Directors | 9 | Compensation Committee Report | 71 |
| Directors | 10 | Executive Compensation Tables | 72 |
| Overview of Director Nominees | 10 | Pay Ratio Disclosure | 80 |
| Director Nominees | 12 | Pay vs. Performance | 81 |
| Corporate Governance | 17 | Equity Compensation Plan Information | 84 |
| Corporate Governance Overview | 17 | Proposal 3: approval of the amendment and restatement of the 2016 Stock Incentive Plan to extend the term of the plan | 85 |
| Corporate Governance Guidelines, Committee | 18 | ||
| Charters and Code of Conduct | |||
| Board Leadership Structure | 18 | Proposal 4: Ratification of Independent Registered Public Accounting Firm | 93 |
| Risk Oversight | 19 | ||
| Director Independence | 22 | Audit Committee Matters | 94 |
| Board of Directors and Committees of the Board | 23 | Audit Committee Report | 95 |
| Director Nomination Process | 28 | Proposal 5: shareholder proposal regarding special shareholder meetings | 96 |
| Shareholder Engagement | 31 | ||
| Sustainability | 33 | Additional Information | 99 |
| Our Commitment to Sustainability | 33 | Annual Meeting Participation | 99 |
| Innovate for Impact | 33 | Outstanding Stock and Voting Rights | 100 |
| Empower Inclusive Teams | 34 | Voting Requirements with Respect to Each of the | 101 |
| Protect the Planet | 34 | Proposals Described in this Proxy Statement | |
| Work & Source Responsibly | 35 | Ownership of Our Stock | 104 |
| Operate with Principle | 35 | Other Matters | 106 |
| Data Privacy | 36 | Shareholder Proposals for Next Year’s | 106 |
| ESG Governance | 36 | Annual Meeting | |
| Human Capital Management | 37 | Appendix A Non-GAAP Financial Measures | A-1 |
| Inclusive Growth Culture | 37 | Appendix B Amended and Restated Fortive Corporation Stock Incentive Plan | B-1 |
| Business, Career Development, and Reward Systems | 37 | ||
| Employee Experience and Communication | 38 | ||
| Certain Relationships and Related Transactions | 39 | ||
| Director Compensation | 40 | ||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.