Fortive Corp false 0001659166 0001659166 2025-02-26 2025-02-26 0001659166 us-gaap:CommonStockMember 2025-02-26 2025-02-26 0001659166 ftv:EuroDenominatedSeniorNotes3Point7PercentDue2026Member 2025-02-26 2025-02-26 0001659166 ftv:EuroDenominatedSeniorNotes3Point7PercentDue2029Member 2025-02-26 2025-02-26

 

 

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): February 26, 2025

 

 

Fortive Corporation

(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware

(State of Other Jurisdiction

of Incorporation)

 

001-37654   47-5654583
(Commission
File Number)		   (IRS Employer
Identification No.)

 

6920 Seaway Blvd

Everett, WA

   98203
(Address of principal executive offices)   (Zip code)

 

(425) 446-5000
(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:

 

☐

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 class

  

Trading
Symbol

  

Name of each exchange
on which registered

Common stock, par value $.01 per share   FTV   New York Stock Exchange
3.700% Notes due 2026   FTV26A   New York Stock Exchange
3.700% Notes due 2029   FTV29   New 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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

Effective February 26, 2025, the Board of Directors of Fortive Corporation (the “Company”) increased the size of the Company’s Board from nine to ten members and appointed Gregory J. Moore, M.D., Ph.D., to the Board with a term commencing on February 26, 2025 and expiring at the 2025 Annual Meeting of Shareholders and until his successor is duly elected and qualified. In addition, the Board of Directors concurrently appointed Dr. Moore to the Compensation Committee and Nominating and Governance Committee of the Board.

As a non-employee director, Dr. Moore will receive the same compensation paid to other non-employee directors of the Company as disclosed in Exhibit 10.16 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which is incorporated by reference herein. Dr. Moore has also entered into an indemnification agreement with the Company, the form of which is disclosed as Exhibit 10.10 to Amendment No. 2 to the Company’s Registration Statement on Form 10, filed on April 7, 2016 and is incorporated by reference herein.

In connection with the appointment of Dr. Moore, the Board also determined that Dr. Moore is independent within the meaning of the listing standards of the New York Stock Exchange.

There is no arrangement or understanding between Dr. Moore and any other person pursuant to which Dr. Moore was selected as a director of the Company. Furthermore, there are no transactions in which Dr. Moore has an interest requiring disclosure under Item 404(a) of Regulation S-K.

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.

 

FORTIVE CORPORATION
By:  

/s/ Daniel B. Kim

  Name:   Daniel B. Kim
  Title:   Vice President - Associate General Counsel and Secretary

Date: February 26, 2025

v3.25.0.1
Document and Entity Information
Feb. 26, 2025
Document And Entity Information [Line Items]  
Entity Registrant Name Fortive Corp
Amendment Flag false
Entity Central Index Key 0001659166
Document Type 8-K
Document Period End Date Feb. 26, 2025
Entity Incorporation State Country Code DE
Entity File Number 001-37654
Entity Tax Identification Number 47-5654583
Entity Address, Address Line One 6920 Seaway Blvd
Entity Address, City or Town Everett
Entity Address, State or Province WA
Entity Address, Postal Zip Code 98203
City Area Code (425)
Local Phone Number 446-5000
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Common Stock [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Common stock, par value $.01 per share
Trading Symbol FTV
Security Exchange Name NYSE
Euro Denominated Senior Notes 3 Point 7 Percent Due 2026 [Member]  
Document And Entity Information [Line Items]  
Security 12b Title 3.700% Notes due 2026
Trading Symbol FTV26A
Security Exchange Name NYSE
Euro Denominated Senior Notes 3 Point 7 Percent Due 2029 [Member]  
Document And Entity Information [Line Items]  
Security 12b Title 3.700% Notes due 2029
Trading Symbol FTV29
Security Exchange Name NYSE
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