Fortive Corp

PROPOSAL 1: Election of Directors(page 18) >

Overview of Director Nominees

Our nine director nominees are comprised of current directors with diverse 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 17 under “Corporate Governance – Director Nomination Process.”

The Board of Directors recommends that shareholders vote“FOR” the election of each of the Director Nominees to the Board.

PROPOSAL 2: Advisory Vote on Executive Compensation(page 87) >

2023 Compensation Mix (At Target)1

Our 2023 executive compensation program aligned compensation with the creation of long-term value for our shareholders. As shown below, the significant majority of our 2023 executive compensation was performance-based (including compensation that was dependent on performance of our stock price).

The Board of Directors recommends that shareholders vote“FOR” the resolution set forth in Proposal 2.

PROPOSAL 3: Approval of Amendments to Fortive’s Restated Certificate of Incorporation to Include an Officer Exculpation Provision(page 88) >

In 2022, the State of Delaware enacted legislation that amends Section 102(b)(7) of the Delaware General Corporation Law (“DGCL”) to authorize Delaware companies to eliminate or limit the personal liability of certain officers for monetary damages for breach of duty of care in certain circumstances. Prior to this amendment, exculpation from personal liability for monetary damages associated with breaches of the duty of care could be provided to directors but could not be provided to officers.

After careful consideration, the board has approved, subject to approval of this Proposal 3 by the shareholders, to amend the Company’s Restated Certification of Incorporation (the “Charter”) to include an officer exculpation provision in the Charter (the “Amendment”). No conforming amendments to the Bylaws will be required to effectuate the adoption of the officer exculpation provision noted above.

The Amendment would NOT eliminate officers’ liability for:

The Amendment would become effective upon the filing of the Amendment with the Secretary of State of the State of Delaware, which we would file promptly following the Annual Meeting if our shareholders approve the Amendment.

The Amendment is attached to this proxy statement as Appendix A.

The Board of Directors recommends that shareholders vote“FOR” the approval of amendments to Fortive’s Restated Certificate of Incorporation to include an officer exculpation provision.

PROPOSAL 4: Ratification of Independent Registered Public Accounting Firm(page 89) >

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 2024.

The Board of Directors recommends that shareholders vote“FOR” the ratification of the appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for 2024.

PROPOSAL 5: Shareholder Proposal Seeking Bylaw Amendment: Shareholder Approval of Director Compensation(page 92) >

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

The Board of Directors recommends that shareholders vote“AGAINST” the approval of the shareholder proposal seeking to amend bylaws to require shareholder approval of director compensation.