Fortive Corp
For the period ended Apr 27, 2026. Filed Apr 29, 2026.
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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.
Apr 27, 2026 · Filed Apr 29, 2026
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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 |
2026 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 2026 Annual Meeting of Shareholders
| ITEMS OF BUSINESS · BOARD RECOMMENDATION · PAGE · When:June 9, 2026 at3:00 p.m., PDT. Items of Business:3 proposals as listed here Date of Mailing:The date of mailing of this Proxy Statement is on or about April 29, 2026. Who Can Vote:Shareholders of Fortive’s common stock at the close of business on April 13, 2026. Virtual-Only Meeting:The 2026 Annual Meeting of Shareholders will be held in a virtual-only meeting format. Where:www.virtualshareholdermeeting.com/FTV2026 | ||
|---|---|---|
| 1.To elect the eight director nominees named in this Proxy Statement, each for a one-year term expiring at the 2027 annual meeting and until his or her respective successor is duly elected and qualified. | FOR | 7 |
| 2.To approve on an advisory basis Fortive’s named executive officer compensation. | FOR | 43 |
| 3.To ratify the appointment of Ernst & Young LLP as Fortive’s independent registered public accounting firm for the year ending December 31, 2026. | FOR | 98 |
| 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 2026 Annual Meeting, together with a list of shareholders of record for inspection for any legally valid purpose, will be available at the 2026 Annual Meeting for shareholders of record at www.virtualshareholdermeeting.com/FTV2026. 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 9, 2026: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 29, 2026 | ||
Table of Contents
| PROXY SUMMARY | 2 |
|---|---|
| About Fortive | 2 |
| Proxy Voting Roadmap | 4 |
| Proposal 1: ELECTION OF DIRECTORS | 7 |
| Directors | 8 |
| Overview of Director Nominees | 8 |
| Director Nominees | 10 |
| Corporate Governance | 15 |
| Corporate Governance Overview | 15 |
| Corporate Governance Guidelines, Committee Charters and Code of Conduct | 16 |
| Board Leadership Structure | 16 |
| Board Oversight | 17 |
| Director Independence | 22 |
| Board of Directors and Committees of the Board | 23 |
| Director Nomination Process | 28 |
| Shareholder Engagement | 31 |
| Sustainability | 33 |
| Our Commitment to Sustainability | 33 |
| Data Privacy | 36 |
| Sustainability Governance | 37 |
| People Strategy | 38 |
| Culture | 38 |
| Career Development and Rewards Systems | 38 |
| Certain Relationships and Related Transactions | 39 |
| Director Compensation | 40 |
| Proposal 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION | 43 |
|---|---|
| Compensation Discussion and Analysis | 44 |
| What Guides Our Program | 53 |
| 2025 Executive Compensation in Detail | 59 |
| Other Practices, Policies & Guidelines | 73 |
| Compensation Committee Report | 79 |
| Executive Compensation Tables | 80 |
| Pay Ratio Disclosure | 92 |
| Pay vs. Performance | 93 |
| Equity Compensation Plan Information | 97 |
| Proposal 3: RATIFICATION OF INDEPENDENT Registered Public Accounting Firm | 98 |
| Audit Committee Matters | 99 |
| Audit Committee Report | 100 |
| ADDITIONAL INFORMATION | 101 |
| Annual Meeting Participation | 101 |
| Outstanding Stock and Voting Rights | 102 |
| Voting Requirements with Respect to Each of the Proposals Described in this Proxy Statement | 103 |
| Ownership of Our Stock | 106 |
| Other Matters | 108 |
| Shareholder Proposals for Next Year’s | |
| Annual Meeting | 108 |
| APPENDIX A NON-GAAP FINANCIAL MEASURES | A-1 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.