Danaher Corporation (DHR)
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AGM 2020

May 5, 2020

Speaker 1

Hello, and welcome to the Annual Meeting of Shareholders of Danaher Corporation. It is now my pleasure to turn today's meeting over to Stephen Rales, Chairman of the Board of Danaher Corporation. Mr. Rales, the floor is yours.

Speaker 2

Thank you very much, Julie, and good afternoon, ladies and gentlemen, and welcome to the 2020 Annual Meeting of Shareholders of Danaher Corporation. I am Stephen Rails, Chairman of the Board. And at this time, the 2020 Annual Meeting of Shareholders of the Company will please come to order. Please note that a copy of our Annual Meeting agenda and procedures are available on the meeting site through which this meeting is being webcast. I would now like to introduce the other directors of the company who are in attendance today, Donald J.

Ehrlich, Linda Heffner Filler, Thomas P. Joyce, Jr, Teri List Stoll, Walter G. Lord, Jr, Jessica Omega, Mitchell P. Rails, Hardisi Sibedti, John T. Schwitters, Alan G.

Spoon, Raymond C. Stephens and Elias A. Zerhouni. In addition, I would also like to introduce Matt Sutton of the accounting firm of Ernst and Young LLP, the independent registered public accounting firm for the company. The record date for shareholders entitled to notice of and to vote at this meeting is in accordance with law, March 9, 2020.

Affidavit showing the proper notice of this meeting and the mailing or posting of the proxy statement have been received and along with a certified list of shareholders as of the record date will be filed with the records of the meeting. Our Board of Directors has appointed David Dietrich of Computershare I'm sorry, of Computershare as the Inspector of Election, and he has taken the oath of office as required by law. The oath of office will be filed within minutes. The Inspector of Election and our Secretary have advised that we have a quorum. Most shareholders have already voted by proxy and we've tallied those votes.

If you haven't yet voted or if you want to change your vote, you may vote by clicking on the Cast Your Vote link on the meeting center site. It is now just after 3 p. M. Eastern and the polls are now open for voting. The polls will close upon conclusion of discussion on the last item being voted on here today.

In the interest of time, we will waive a reading of the minutes in the last annual meeting. There are 4 items of business to be conducted at today's meeting. Each item is described more fully in the company's proxy statement. The company has not received notice from any of its shareholders as required under its bylaws of any other matter to be considered at today's meeting. Therefore, no other proposals may be properly introduced by shareholders.

We will allow shareholders the opportunity to ask questions relating to each item after it has been introduced by clicking on the message icon at the top of the meeting center site. If you have questions regarding other topics, please hold them until after the meeting. First item of business is the election of Linda Heffner Filler, Thomas B. Joyce Jr, Teri List Stoll, Walter G. Lord Jr, Jessica Omega, Mitchell P.

Rails, Stephen M. Rails, Pardis C. Sabedi, John Q. Schweeters, Alan G. Spoon, Raymond C.

Stephens and Elias Azerhuni, each of whom has been nominated by the Board to serve until the 2021 Annual Meeting of Shareholders. Is there any discussion concerning these nominations? If there is no discussion, we will move on to the second item of business. The second item business is the proposed appointment of Ernst and Young as the company's independent registered public accounting firm for fiscal year 2020. Is there any discussion concerning this item?

If there is no discussion, we will move on to the 3rd item of business. The 3rd item of business is the approval on an advisory basis of the company's named executive officer compensation. Is there any discussion concerning this item? Very well. The 4th item of business is a shareholder proposal, which was submitted by John Chevette.

For reasons set forth in the proxy statement, the Board of Directors recommends a vote against this proposal. If Mr. Chivetten or his representative is online today to present this proposal, he or she may do so at this time. Julie, can you please unmute the participant phone line at this time?

Speaker 3

Hello, this is John Chevedden. Can you hear me okay?

Speaker 2

Loud and clear, John. Thank you.

Speaker 3

Okay. Proposal 4, make shareholder right to call a special meeting more accessible. Shareholders ask our Board to take the steps necessary to amend our bylaws and governing documents that give the holders of the aggregate of 10% of our outstanding common stock the power to call a special shareholder meeting. This proposal topic won 44% support at the 2018 Danaher shareholder meeting. This 44% support may represent a majority of the shares that had access to independent proxy voting advice.

This proposal topic also won 78% support at a Sprint annual meeting with 1,700,000,000 yes votes. Nuance Communications shareholders gave 44 gave 94% support to a 2018 shareholder proposal on this topic. Making the right to call a special meeting more accessible to shareholders is showing increased support. For instance, this proposal topic won 51% support at O'Reilly Automotive in 2019, up from 41% the year before. The current stock ownership threshold of 25% can mean that more than 50% of shareholders must be contacted called can make a small paperwork error that will disqualify some counting towards the 25% ownership threshold that is not needed for a special meeting.

Since special shareholder meetings allow shareholders to vote on important matters such as electing new directors, adoption of this proposal might motivate our directors to perform better. John Schwitters was rejected by 29% of shares at our 2019 Annual Meeting. Mr. Schwieters at age 80 chaired our audit committee. Donald Auerik was rejected by 27% of shares in 2019 and has now gone from the Board.

Mr. Ehrlich at age 81 with 34 years long tenure, was both our Lead Director and Chair of our Executive Pay Committee in 2019. Terry Listal was rejected by 21% of shares and was on our Audit Committee. Alan Spoon, Walter Loehr and Linda Heffner Filler, our new lead director, were each rejected by more than 14% of shares. At most companies, the director rejection rate is about 5%.

Mr. Lord at age 76 also had 37 years long tenure. Long tenure can take a toll on director independence and independence is an important attribute in a director. It would be useful for management to compare these high negative director votes to Danaher's 14 peer company. Management likes to make comparisons with peer companies, so why not add a comparison that includes the negative director votes?

Please vote yes. Make sure the right to call a special meeting more accessible proposal for.

Speaker 2

Thank you very much, John. Your conviction is appreciated. We continue to have confidence in all of our directors and hope that you will agree as time goes by.

Speaker 4

Thank you, Julie. You may re mute the participant line at this point.

Speaker 2

Thank you again, John. The polls are now closed for voting. It's time for our voting results. I call on the Inspector of Election for his report. David, please.

Speaker 5

Mr. Chairman, with respect to the election of Ms. Heffner Filler and Liz Stoll, Messrs. Joyce Loehr, Mitchell Rails, Stephen Rails, Schwieters and Spoon, Professor Stevens and Doctors Mega, Sabeti and Zerhouni, for each director, a majority of the votes cast were voted in favor of the election. With respect to the ratification of the selection of Ernst and Young LLP as Danaher's independent registered public accounting firm, 98% of the shares represented in person or by proxy company's named executive officer compensation, 95% of the shares represented in person or by proxy and entitled to vote voted in favor.

With respect to the shareholder proposal, 40% of the shares represented in person or by

Speaker 2

Thank you, David. In view of the results, I now declare that each of the nominees for director named in the proxy statement has been duly elected a director of the company. Proposals 23 have been approved and Proposal 4 has not been approved. Ladies and gentlemen, that completes the business of the meeting, and I now declare the meeting adjourned. Before we open the meeting for questions, I would like to briefly mention the retirement of 1 of our directors, Jerry Ehrlich.

Jerry is retiring from the Danaher Board after 35 years of exemplary service. Jerry joined our Board when Danaher was a very different company and has provided sound advice every step of the way. Jerry has been a long time member of our audit committee and has chaired our compensation committee and with his quiet style has been a proven and highly respected advisor to all of us as well as our Lead Independent Director for the past several years. We are deeply grateful for Jerry's service and believe that all of our stakeholders should be as well. Jerry, we thank you again.

Thank you. I would now like to open the meeting for questions. Shareholders may submit questions by clicking on the message icon at the top of the meeting center site.

Speaker 4

Steve, at this time, we have no questions in the queue. We'll pause just a moment here to see if any Steve, no questions have been submitted. So I think that concludes our Q and A session.

Speaker 2

Thank you very much, Jim. And that concludes the 2020 Annual Meeting. Thank you for your support, and may all of you stay safe, be well, and have a good afternoon.

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