Danaher 2011 Annual Report Download - page 130

or otherwise (a “Derivative Instrument”) directly or indirectly owned beneficially by each such party, and any other direct or indirect opportunity to profit or
share in any profit derived from any increase or decrease in the value of shares of the Corporation, (4) any proxy, contract, arrangement, understanding, or
relationship pursuant to which either party has a right to vote, directly or indirectly, any shares of any security of the Corporation, (5) any short interest in
any security of the Corporation held by each such party (for purposes of Article II, a person shall be deemed to have a short interest in a security if such
person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit
derived from any decrease in the value of the subject security), (6) any rights to dividends on the shares of the Corporation owned beneficially directly or
indirectly by each such party that are separated or separable from the underlying shares of the Corporation, (7) any proportionate interest in shares of the
Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which either party is a general partner or, directly or
indirectly, beneficially owns an interest in a general partner, (8) any performance-related fees (other than an asset-based fee) that each such party is directly or
indirectly entitled to based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, as of the date of such notice
(which information set forth in subsections (2) – (8) of this paragraph shall be supplemented by such stockholder or such beneficial owner, as the case may
be, not later than ten (10) days after the record date for determining the stockholders entitled to vote at the meeting (provided, that if such date is after the date
of the meeting, not later than the day prior to the meeting) to disclose such information as of such record date), (9) a description of any direct or indirect
agreement, arrangement or understanding between or among such stockholder and/or such beneficial owner, on the one hand, and the proposed nominee or any
other person or persons (including their names) on the other hand, in connection with the proposal of such business or pursuant to which the nomination is
being made, (10) any other information relating to each such party that would be required to be disclosed in a proxy statement or other filings required to be
made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14
of the Exchange Act and the rules and regulations promulgated thereunder, (11) a representation that such stockholder intends to appear in person or by proxy
at the meeting to nominate the person(s) named in its notice and/or bring the business identified in the notice, as applicable, and (12) a representation whether
each such party will or is part of a group that will deliver a proxy statement and form of proxy to holders of, in the case of a proposal, at least the percentage of
voting power of all of the shares of capital stock of the Corporation required under applicable law to carry the proposal or, in the case of a nomination or
nominations, at least the percentage of voting power of all of the shares of capital stock of the Corporation reasonably believed by the stockholder or beneficial
holder, as the case may be, to be sufficient to elect the nominee or nominees proposed to be nominated by the stockholder and/or otherwise to solicit proxies
from stockholders in support of such nomination(s). “Indirect” rights and interests of a party shall include without limitation any rights or interests held by
members of such party’s immediate family sharing the same household.
Section 11. General Provisions Regarding Nominations of Directors and Notice of Business at Stockholder Meetings .
(a) A person shall not be eligible for election or re-election as a director at an Annual or Special Meeting unless (i) the person is (A) nominated by a record
stockholder in
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Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠
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