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Fortive Corp Proxy Solicitation & Information Statement 2019

Apr 15, 2019

30364_rns_2019-04-15_56924461-e3c2-40fb-8cc5-5e07eb0a6b1f.zip

Proxy Solicitation & Information Statement

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DEFA14A 1 d728722ddefa14a.htm DEFA14A DEFA14A

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

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 the appropriate box):

No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its filing.
1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing party:
4) Date Filed:

* Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on June 04, 2019

FORTIVE CORPORATION

FORTIVE CORPORATION

6920 SEAWAY BLVD

EVERETT, WA 98203

Meeting Information
Meeting Type: Annual Meeting
For holders as of: April 08, 2019
Date: June 04, 2019 Time: 3:00 PM PDT
Location: FORTIVE CORPORATION
6920 SEAWAY
BLVD
EVERETT, WA
98203

You are receiving this communication because you hold shares in the above named company.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

See the reverse side of this notice to obtain proxy materials and voting instructions.

—— Before You Vote ——

How to Access the Proxy Materials

Proxy Materials Available to VIEW or RECEIVE:
1. Notice & Proxy Statement 2. Annual Report
How to View Online:
Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com.
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting
a copy. Please choose one of the following methods to make your request:
1) BY INTERNET : www.proxyvote.com
2) BY TELEPHONE : 1-800-579-1639
3) BY E-MAIL* : [email protected]
* If requesting materials by e-mail, please send a blank e-mail with the
information that is printed in the box marked by the arrow (located on the following page) in the subject line.
Requests, instructions and other inquiries sent to this e-mail address will NOT be
forwarded to your investment advisor. Please make the request as instructed above on or before May 21, 2019 to facilitate timely delivery.

—— How To Vote ——

Please Choose One of the Following Voting Methods

| Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket
issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. |
| --- |
| Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow available and follow the instructions. |
| Vote By Mail: You can vote by mail by requesting a paper
copy of the materials, which will include a proxy card. |

Voting items

The Board of Directors recommends you vote FOR each of the following nominees:

  1. To elect the following nominees to

serve as Directors, each for a

one-year term expiring at the 2020

annual meeting.

Nominees

1A Mitchell P. Rales

1B Steven M. Rales

1C Jeannine Sargent

1D Alan G. Spoon

The Board of Directors recommends you vote FOR proposals 2, 3, and 4.

  1. To ratify the selection of Ernst and Young LLP as Fortive’s independent registered public accounting firm for the year ending December 31, 2019.

  2. To approve on an advisory basis Fortive’s named executive officer compensation.

  3. To approve Fortive’s Amended and Restated Certificate of Incorporation, as amended and restated to eliminate the supermajority voting requirements applicable to shares of common stock.

NOTE: To consider and act upon such other business as may properly come before the meeting or any adjournment thereof.