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Fortive Corp Proxy Solicitation & Information Statement 2024

Apr 22, 2024

30364_rns_2024-04-22_04a8cc5f-33c0-492d-9e30-3ba3de95288f.zip

Proxy Solicitation & Information Statement

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DEFA14A 1 d486820ddefa14a.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 paid previously with preliminary materials.

☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

FORTIVE CORPORATION 6920 SEAWAY BLVD EVERETT, WA 98203 V37944-P03775-Z86751

You invested in FORTIVE CORPORATION and it’s time to vote!

You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the shareholder meeting to be held on June 4, 2024.

Get informed before you vote

View the Notice and Proxy Statement and Annual Report online OR you can receive a free paper or email copy of the material(s) by requesting prior to May 21, 2024. If you would like to request a copy of the material(s) (including a proxy card) for this and/or future shareholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to [email protected]. You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.

*Please check the meeting materials for any special requirements for meeting attendance.
V2.0

Vote at www.ProxyVote.com

THIS IS NOT A VOTABLE BALLOT

This is an overview of the proposals being presented at the upcoming shareholder meeting. Please follow the instructions on the reverse side to vote these important matters.

Voting Items Board Recommends
1. To elect the following nominees to serve as Directors, each for a one-year term expiring at the 2025 Annual Meeting of Shareholders and until his or her successor
is duly elected and qualified:
Nominees:
1a. Eric Branderiz For
1b. Daniel L. Comas For
1c. Sharmistha Dubey For
1d. Rejji P. Hayes For
1e. Wright Lassiter III For
1f. James A. Lico For
1g. Kate D. Mitchell For
1h. Jeannine P. Sargent For
1i Alan G. Spoon For
2. To approve on an advisory basis Fortive’s named executive officer compensation. For
3. To approve amendments to Fortive’s Restated Certification of Incorporation to include an officer exculpation
provision. For
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
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
NOTE: To consider and act upon such other business as may properly come before the meeting or any adjournment or postponement thereof.

Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Delivery Settings”.

V37945-P03775-Z86751