UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 9, 2017

Danaher Corporation

(Exact Name of Registrant as Specified in Charter)

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):

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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

2007 Omnibus Incentive Plan

On May 9, 2017, at the annual meeting of shareholders of Danaher Corporation (the “Company”), the Company’s shareholders approved certain amendments (the “Omnibus Plan Amendment”) to the Company’s 2007 Stock Incentive Plan (now known as the 2007 Omnibus Incentive Plan, the “Omnibus Plan”) and re-approved the material terms of the performance goals under the Omnibus Plan for purposes of Section 162(m) (“Section 162(m)”) of the Internal Revenue Code. Following is a brief description of the Omnibus Plan Amendment. The description is qualified in its entirety by reference to the amended 2007 Omnibus Incentive Plan referenced as Exhibit 10.1 hereto and incorporated by reference herein. The Omnibus Plan Amendment:

2007 Executive Incentive Compensation Plan

On May 9, 2017, at the Company’s annual meeting of shareholders, the Company’s shareholders approved certain amendments (the “EIC Plan Amendment”) to the Company’s 2007 Executive Incentive Compensation Plan (the “EIC Plan”) and re-approved the material terms of the performance goals under the EIC Plan for purposes of Section 162(m). Following is a brief description of the EIC Plan Amendment. The description is qualified in its entirety by reference to the amended 2007 Executive Incentive Compensation Plan referenced as Exhibit 10.2 hereto and incorporated by reference herein.

The plan previously identified a list of business criteria that the Committee could use to establish performance goals under the plan, as well as the maximum dollar amount that could be paid to each plan participant with respect to a performance period. The EIC Plan Amendment substitutes for these terms a specific performance formula that determines the maximum award amount payable to each plan participant with respect to a performance period. Under the revised plan, for any twelve-month performance period, the maximum award payable to (1) a participant serving as Chief Executive Officer of the Company equals 0.5% of the Company’s operating profit for such performance period as determined under GAAP, or (2) any other participant equals 0.25% of the Company’s operating profit for such performance period as determined under GAAP (or in each case a proportionate amount for a performance period longer or shorter than twelve months), subject in each case to the Committee’s exercise of negative discretion (which are adjustments that eliminate or reduce (but not increase) an award otherwise payable to a participant for a performance period). The EIC Plan Amendment also:

The Company’s annual meeting of shareholders was held on May 9, 2017. At the annual meeting, the Company’s shareholders voted on the following proposals:

1. To elect the twelve directors named in the Company’s proxy statement to terms expiring in 2018. Each nominee for director was elected by a vote of the shareholders as follows:

2. To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2017. The proposal was approved by a vote of shareholders as follows:

3. To approve certain amendments to Danaher’s 2007 Stock Incentive Plan and the material terms of the performance goals under the plan. The proposal was approved by a vote of shareholders as follows:

4. To approve certain amendments to Danaher’s 2007 Executive Incentive Compensation Plan and the material terms of the performance goals under the plan. The proposal was approved by a vote of shareholders as follows:

5. To approve on an advisory basis the Company’s named executive officer compensation. The proposal was approved by a vote of shareholders as follows:

6. To hold an advisory vote relating to the frequency of future shareholder advisory votes on the Company’s named executive officer compensation. The Company’s shareholders voted as follows on this proposal:

7. To act upon a shareholder proposal requesting that Danaher adopt and report on goals to reduce greenhouse gas emissions. The proposal was rejected by a vote of shareholders as follows:

Based on the voting results set forth above, the Company has adopted a policy to hold an annual advisory vote on named executive officer compensation until the next required vote on the frequency of shareholder advisory votes on the Company’s named executive officer compensation.

SIGNATURE

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.

Dated: May 11, 2017

EXHIBIT INDEX