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 17, 2017
____________________________________________________________
THERMO FISHER SCIENTIFIC INC.
(Exact name of Registrant as specified in its Charter)
Delaware | 1-8002 | 04-2209186 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||
168 Third Avenue | ||||
Waltham, Massachusetts | 02451 | |||
(Address of principal executive offices) | (Zip Code) | |||
(781) 622-1000 | ||
(Registrant’s telephone number including area code) | ||
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. ¨ 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. ¨
THERMO FISHER SCIENTIFIC INC.
Item 5.07 Submission of Matters to a Vote of Security Holders
At the annual meeting of stockholders of Thermo Fisher Scientific Inc. (the “Company”) held on May 17, 2017, the stockholders of the Company voted on the following proposals:
1. | The following nominees were elected to the Company’s Board of Directors for a one-year term expiring at the 2018 annual meeting of stockholders. |
For | Against | Abstain | Broker Non-Votes | |||||||||
Marc N. Casper | 326,787,322 | 226,539 | 226,007 | 22,970,135 | ||||||||
Nelson J. Chai | 324,328,812 | 2,681,617 | 229,439 | 22,970,135 | ||||||||
C. Martin Harris | 324,782,594 | 2,223,276 | 233,998 | 22,970,135 | ||||||||
Tyler Jacks | 325,454,052 | 1,556,084 | 229,732 | 22,970,135 | ||||||||
Judy C. Lewent | 326,836,277 | 181,463 | 222,128 | 22,970,135 | ||||||||
Thomas J. Lynch | 300,323,298 | 26,689,977 | 226,593 | 22,970,135 | ||||||||
Jim P. Manzi | 324,047,214 | 2,965,220 | 227,434 | 22,970,135 | ||||||||
William G. Parrett | 293,232,814 | 32,347,584 | 1,659,470 | 22,970,135 | ||||||||
Lars R. Sørensen | 325,436,119 | 432,111 | 1,371,638 | 22,970,135 | ||||||||
Scott M. Sperling | 325,081,854 | 1,928,630 | 229,384 | 22,970,135 | ||||||||
Elaine S. Ullian | 320,617,051 | 6,404,998 | 217,819 | 22,970,135 | ||||||||
Dion J. Weisler | 324,323,038 | 2,681,178 | 235,652 | 22,970,135 | ||||||||
2. | A non-binding, advisory proposal on the compensation of the Company’s named executive officers was approved. |
For: | 271,697,468 | |
Against: | 54,821,033 | |
Abstain: | 721,367 | |
Broker Non-Votes: | 22,970,135 | |
3. | The stockholders recommended, in a non-binding advisory vote, that future advisory votes on the compensation of the Company's named executive officers be held every year. |
Every 1 Year: | 301,056,188 | |
Every 2 Years: | 572,004 | |
Every 3 Years: | 25,072,678 | |
Abstain: | 538,998 | |
After taking into consideration the foregoing voting results, the Company intends to hold future advisory votes on the compensation of the Company’s named executive officers every year.
4. | The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2017 was ratified. |
For: | 340,516,332 | |
Against: | 9,216,678 | |
Abstain: | 476,993 | |
THERMO FISHER SCIENTIFIC INC.
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 thereunto duly authorized.
THERMO FISHER SCIENTIFIC INC. | |||
Date: | May 18, 2017 | By: | /s/ Seth H. Hoogasian |
Seth H. Hoogasian | |||
Senior Vice President and General Counsel | |||