Fortive Corp

PROPOSAL 1: Election of Directors (page 9) >

Overview of Director Nominees

Our nine director nominees are comprised of current directors with a broad range of skills, background, and experience, which the Board of Directors (“Board”) believes contributes to the effective oversight of the Company. Additional details on board membership criteria are set forth on page 28 under “Corporate Governance – Director Nomination Process.”

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PROPOSAL 2: Advisory Vote on Executive Compensation(page 42) >

2024 Compensation Mix (At Target)1

Our 2024 executive compensation program aligned compensation with the creation of long-term value for our shareholders. As shown below, the significant majority of our 2024 executive compensation was performance-based (including compensation that was dependent on performance of our stock price).

(1)

Compensation reflects target grant values and may differ from values disclosed in the Summary Compensation Table. Percentages are rounded to the nearest whole number.

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PROPOSAL 3: approval of thea mendment andr estatement of the 2016 Stock Incentive Plan toextend theterm of theplan(page 85) >

The Board is seeking shareholder approval of the Amended and Restated Fortive Corporation 2016 Stock Incentive Plan (the “Restated Plan”) to extend the term of the plan.

Fortive currently maintains the Fortive Corporation 2016 Stock Incentive Plan, as amended and restated (the “2016 Plan”), which our shareholders approved at the 2018 Annual Meeting of Shareholders. The 2016 Plan allows Fortive to issue equity awards to individuals that it wishes to recruit or retain as employees, directors, or consultants. Pursuant to its terms, the 2016 Plan is set to expire on July 2, 2026. The 2016 Plan is Fortive’s only equity compensation plan.

In February 24, 2025, upon the recommendation of the Compensation Committee, the Board of Directors approved and adopted the Restated Plan, subject to shareholder approval at the Annual Meeting, to renew the term of the 2016 Plan for ten years until February 24, 2035. The Restated Plan does not change any material provision of the plan except the plan term, nor does it increase the aggregate number of shares of our common stock which may be issued or used for awards granted under the 2016 Plan. As of April 7, 2025, 10,345,515 shares of our common stock, par value $0.01 per share, were available to be issued or used for awards granted under the 2016 Plan, and the closing price of a share of our common stock on the NYSE was $64.65.

A summary of the material terms of the Restated Plan, which are substantially similar to the current 2016 Plan, is set forth below and is qualified in its entirety by the full text of the Restated Plan, a copy of which is attached to this proxy statement as Appendix B. The Restated Plan will become effective as of the date of the Annual Meeting if approved by the shareholders, and will not become effective if shareholder approval is not received.

The Board believes that it is in the best interest of Fortive and its shareholders to approve this proposal so that Fortive can continue to use the Restated Plan to grant equity compensation to attract, retain and reward employees, directors, and consultants and closely align their interests with those of Fortive’s shareholders. If the shareholders do not approve this proposal, the Restated Plan will not become effective, Fortive’s ability to grant equity awards will be limited in the coming years as the 2016 Plan is currently scheduled to expire in 2026, and the Board will have to re-evaluate whether to propose alternatives, or alternative amendments, to the 2016 Plan or consider alternative means of incentivizing and compensating employees, directors, and consultants, such as through significant increases in other forms of compensation.

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PROPOSAL 4: Ratification of Independent Registered Public Accounting Firm(page 93) >

After careful consideration of the independence and performance of the Company’s independent registered public accounting firm, the Audit Committee believes that the continued retention of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm is in the best interests of the Company and its shareholders. Consequently, the Audit Committee has appointed Ernst & Young LLP as the Company’s independent registered public accounting firm for 2025.

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PROPOSAL 5: shareholderp roposalr egardings pecials hareholderm eetings (page 96) >

The Board of Directors recommends that shareholders vote“AGAINST” the shareholder proposal for the following reasons:

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Shareholders currently have a meaningful right to call a special meeting that balances the interests of our investors against potential abuse by shareholders with narrow, short-term interests;

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The existing 25% special meeting ownership threshold is aligned with those of our peers and of S&P 500 companies;

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The Company is committed to strong shareholder engagement, and provides several avenues for shareholders to meaningfully engage in Company affairs; and

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The Company has robust corporate governance policies and practices in place that protect shareholder rights.

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