Fortive Corp
For the period ended Jun 4, 2024. Filed Apr 22, 2024.
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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 4, 2024 · Filed Apr 22, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE
14a-101)
SCHEDULE 14A INFORMATION
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 Pursuant to § 240.14a-12 |
(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 the appropriate box):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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6920 Seaway Blvd
Everett, WA 98203
Notice of 2024 Annual Meeting of Shareholders
| ITEMS OF BUSINESS · BOARDRECOMMENDATION · PAGE · When: June 4, 2024 at3:00 p.m., PDT. Items of Business: 5 proposals as listedhere Date of Mailing: The date of mailingof this Proxy Statementis on or about April 22,2024. Who Can Vote: Shareholders ofFortive’s common stockat the close of businesson April 8, 2024. Virtual-Only Meeting: The 2024 AnnualMeeting ofShareholders will beheld in a virtual-onlymeeting format. Where: www.virtualshareholdermeeting.com/FTV2024 | ||
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| 1. To elect the nine director nominees named in the Proxy Statement, each for a one-year term expiring at the 2025 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 | 43 |
| 3. To approve amendments to Fortive’s Restated Certificate of Incorporation to include an officer exculpation provision. | FOR | 89 |
| 4. To ratify the appointment of Ernst & Young LLP as Fortive’s independent registered public accounting firm for the year ending December 31, 2024. | FOR | 90 |
| 5. To consider and act upon a shareholder proposal to approve an amendment to Fortive’s Bylaws to require shareholder approval of director compensation. | AGAINST | 93 |
| 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 2024 Annual Meeting, together with a list of shareholders of record for inspection for any legally valid purpose, will be available at the 2024 Annual Meeting for shareholders of record at www.virtualshareholdermeeting.com/FTV2024. 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 4, 2024: 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. Kim Secretary April 22, 2024 | ||
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