THERMO FISHER SCIENTIFIC INC
For the period ended May 21, 2025. Filed Apr 8, 2025.
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May 21, 2025 · Filed Apr 8, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Rule
14a-101)
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 Pursuant to Section 240.14a-12
Thermo Fisher Scientific Inc.
(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.
From our Chairman,President and CEO
| I am very proud of what we continue to achieve as we deliver value for all of our stakeholders, andI am very excited about what lies ahead of us.” | Dear Shareholder, Thank you for your support of Thermo Fisher Scientific. I am very proud of what we continue to achieve as we deliver value for all of our stakeholders, and I am very excited about what lies ahead of us. Every day, we build a brighter future for our company by fulfilling our Mission – to enable our customers to make the world healthier, cleaner and safer. This inspires our more than 120,000 colleagues to bring their best each day knowing the work we do helps our customers tackle some of the worlds’ greatest challenges. Our financial results are a testament to the power of our Mission and the passion of our team. In 2024, we delivered differentiated performance, including revenue of $42.88 billion, GAAP diluted earnings per share (EPS) of $16.53 and adjusted EPS1 of $21.86. We also generated free cash flow¹ of $7.3 billion. In addition, we deployed $7.7 billion of capital – $3.1 billion through M&A with the acquisition of Olink and $4.6 billion returned to our shareholders through share repurchases and dividends. At the same time, we advanced our proven growth strategy, which propels our continued success. Our strategy consists of three pillars: • Delivering high-impact innovation • Deepening our trusted partner status with our customers • Building on our unparalleled commercial engine In 2024, we invested $1.4 billion in R&D to deliver high-impact new technologies across our businesses that are enabling breakthroughs in our customers’ work. In addition, we advanced exciting new partnerships and collaborations with our customers and enhanced our offering through a complementary strategic acquisition to further strengthen our trusted partner status. During the year, we also made additional investments in our capacity and unparalleled commercial capabilities. All of this further enhancing our industry leadership position. Fundamental to our success is our unwavering commitment to living our 4i Values of Integrity, Intensity, Innovation and Involvement. An extension of these values and our Mission-driven culture is our focus on making a positive impact on society by supporting our communities and being a good steward of our planet. I’m proud of the actions we took throughout 2024 in this regard. As you can see, we delivered a strong year, and none of it would be possible without our incredible global team. That’s why we continue to strengthen our colleagues’ experience working at Thermo Fisher and make the right decisions to attract, develop and retain the best talent in the industry. On behalf of our global team, thank you again for your support of Thermo Fisher Scientific. We look forward to your attendance at our 2025 Annual Meeting of Shareholders on May 21, 2025, at 8:30 a.m. (ET). Sincerely, Marc N. Casper / Chairman, President and Chief Executive Officer / April 8, 2025 |
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| 1 Adjusted EPS and free cash flow are financial measures that are not prepared in accordance with generally accepted accounting principles (“GAAP”). Appendix A to this Proxy Statement defines these and other non-GAAP financial measures and reconciles them to the most directly comparable historical GAAP financial measures. | |
| 2025 Proxy Statement | thermofisher.com | 1 |
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Notice of 2025 annualmeeting of shareholders
| Meeting information | Ways to vote | Important NoticeRegarding theAvailability of ProxyMaterials for theAnnual Meeting ofShareholdersto be Held onMay 21, 2025 The Proxy Statementand 2024 AnnualReport are available atwww.proxyvote.com. This notice and the accompanying Proxy Statement, 2024 Annual Report, and proxy card or voting instruction form were first made available to shareholders on April 8, 2025. You may vote if you owned shares of our common stock at the close of business on March 24, 2025, the record date for notice of, and voting at, our annual meeting. |
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| Date & time Wednesday, May 21, 2025 8:30 a.m. (ET) Location www.virtualshareholdermeeting.com/TMO2025 Record date March 24, 2025 | Internet Visit the website listed on your Notice ofInternet Availability, proxy card or votinginstruction form Telephone Call the telephone number on your proxycard or voting instruction form Mail Sign, date and return your proxy card orvoting instruction form in the enclosedenvelope |
Items of business
| Proposal | Recommendation ofthe Board | For MoreInformation | |
| 1 | Election of directors | FOR each nominee | Page 8 |
| 2 | Approval of an advisory vote on executive compensation | FOR | Page 29 |
| 3 | Ratification of the selection of the independent auditors | FOR | Page 67 |
| 4 | Shareholder proposal | AGAINST | Page 70 |
Shareholders will also consider any other business properly brought before the meeting.
By Order of the Board of Directors,
Julia L. Chen / Vice President and Secretary / April 8, 2025
Please refer to the proxy materials or the information forwarded by your bank, broker, trustee or other intermediary to see which voting methods are available to you.
| 2 | 2025 Proxy Statement | thermofisher.com |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.