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DHR · Current Report (Form 8-K) · Filed May 7, 2026

Danaher Corp — Current Report (Form 8-K)

Form
8-K
Filed
May 7, 2026
Period
May 5, 2026
Ticker
DHR
Accession
0000313616-26-000127
Boardroom Alpha · Filing insights

Danaher shareholders approved the Amended and Restated Omnibus Incentive Plan, increasing the share reserve by 20 million shares and extending its term to 2036. They also elected directors and approved the independent auditor and the executive compensation advisory vote.

About Danaher Corp
Market cap
$151.9B
1Y TSR
+1.7%
3Y TSR
−2.5%
Board grade
C
Sector
Healthcare
CEO
Montgomery Julie A Sawyer
Last annual meeting: May 5, 2026 · View full Danaher Corp profile →
dhr-20260505

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM 8-K
__________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 5, 2026
__________________
dhrlogo.jpg
DANAHER CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
__________________
Delaware001-0808959-1995548
(State or Other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification No.)
2200 Pennsylvania Avenue, N.W., 20037-1701
Suite 800W
Washington,DC
(Address of Principal Executive Offices) (Zip Code)
202-828-0850
(Registrant’s Telephone Number, Including Area Code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
__________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, $0.01 par valueDHRNew York Stock Exchange
0.200% Senior Notes due 2026DHR/26New York Stock Exchange
2.100% Senior Notes due 2026DHR 26New York Stock Exchange
1.200% Senior Notes due 2027DHR/27New York Stock Exchange
0.450% Senior Notes due 2028DHR/28New York Stock Exchange
Floating Rate Senior Notes due 2028DHR 28New York Stock Exchange
2.500% Senior Notes due 2030DHR 30New York Stock Exchange
3.250% Senior Notes due 2030DHR 30ANew York Stock Exchange
0.750% Senior Notes due 2031DHR/31New York Stock Exchange
3.625% Senior Notes due 2034DHR 34New York Stock Exchange
4.000% Senior Notes due 2038DHR 38New York Stock Exchange
1.350% Senior Notes due 2039DHR/39New York Stock Exchange
1.800% Senior Notes due 2049DHR/49New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 



ITEM 5.02DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On May 5, 2026, at the annual meeting of shareholders (the “Annual Meeting”) of Danaher Corporation (the “Company”), as further described in Item 5.07 below, the Company’s shareholders approved the Amended and Restated Danaher Corporation Omnibus Incentive Plan (the “Plan”). Previously, the Board of Directors of the Company approved the Plan (subject to shareholder approval) to increase the Plan’s share reserve by 20 million shares of Common Stock and extend the Plan term to May 5, 2036.

A description of the material terms of the Plan was set forth in the Company’s proxy statement for the Annual Meeting which was filed with the U.S. Securities and Exchange Commission on March 25, 2026. The description of the Plan contained herein is qualified in its entirety by reference to the Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

ITEM 5.07SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company’s annual meeting of shareholders was held on May 5, 2026. At the annual meeting, the Company’s shareholders voted on the following proposals:
1.    To elect the eleven directors named in the Company’s proxy statement to terms expiring in 2027. Each nominee for director was elected by a vote of the shareholders as follows:
ForAgainstAbstainBroker Non-Votes
Rainer M. Blair588,328,554 7,060,627 394,475 36,129,645 
Feroz Dewan572,679,518 21,482,953 1,621,185 36,129,645 
Linda Filler484,585,744 110,431,359 766,553 36,129,645 
Charles W. Lamanna590,861,836 4,510,517 411,303 36,129,645 
Teri List462,346,887 132,804,946 631,823 36,129,645 
Mitchell P. Rales584,749,121 10,636,383 398,152 36,129,645 
Steven M. Rales578,334,314 16,812,806 636,536 36,129,645 
A. Shane Sanders439,300,748 155,803,065 679,843 36,129,645 
Alan G. Spoon550,524,407 44,853,170 406,079 36,129,645 
Raymond C. Stevens, PhD474,476,236 120,672,805 634,615 36,129,645 
Elias A. Zerhouni, MD538,619,559 55,838,928 1,325,169 36,129,645 
2.    To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026. The proposal was approved by a vote of shareholders as follows:
For595,609,858 
Against35,828,479 
Abstain474,964 
3.    To approve on an advisory basis the Company’s named executive officer compensation. The proposal was approved by a vote of shareholders as follows:
For553,754,519 
Against41,555,863 
Abstain473,274 
Broker Non-Votes 36,129,645 



4.    To approve the Plan. The proposal was approved by a vote of shareholders as follows:
For553,836,647 
Against41,437,418 
Abstain509,591 
Broker Non-Votes 36,129,645 

ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS
(c)Exhibits:
Exhibit No.Description
10.1
104The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
DANAHER CORPORATION
Date:May 7, 2026By:/s/ James F. O'Reilly
James F. O'Reilly
Senior Vice President, Deputy General Counsel and Secretary; Chief Sustainability Officer


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Reference

Frequently asked questions

When did Danaher Corp file this 8-K?
Danaher Corp (DHR) filed this Current Report (Form 8-K) with the SEC on May 7, 2026. The accession number assigned by EDGAR is 0000313616-26-000127.
What does an 8-K disclose?
Form 8-K is the SEC's current-report form, used to disclose material events between periodic reports (10-K / 10-Q). Triggers include CEO/CFO departures, acquisitions, bankruptcies, earnings releases, auditor changes, changes in fiscal year, and amendments to corporate governance. Each 8-K is keyed to one or more Item numbers (1.01 through 9.01).
What is the key takeaway from this filing?
Danaher shareholders approved the Amended and Restated Omnibus Incentive Plan, increasing the share reserve by 20 million shares and extending its term to 2036. They also elected directors and approved the independent auditor and the executive compensation advisory vote. This is Boardroom Alpha's one-line summary of the current report; see the full filing text above for the formal disclosure.
What Item codes does an 8-K cover?
An 8-K's Item codes (1.01 through 9.01) specify what kind of event is being disclosed — e.g. Item 1.01 for entering a material agreement, Item 5.02 for departure/election of directors and executive officers, Item 8.01 for other events. The Item codes for this 8-K appear in the filing text above.
Where can I find Danaher Corp's prior current reports on EDGAR?
The SEC EDGAR browser lists every 8-K Danaher Corp has filed under CIK 313616, sortable by date. Use the "View on SEC EDGAR" link in the page header, or browse directly via https://www.sec.gov/cgi-bin/browse-edgar.
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