Danaher 2011 Annual Report Download - page 128

stockholder must be entitled to vote at the meeting, (iii) the business must constitute a proper matter under Delaware law for stockholder action, (iv) the
procedures in this Section 10 (including without limitation the giving of timely notice) must be complied with and the stockholder giving the notice and the
beneficial owner, if any, on whose behalf such nomination is made or such other business is being brought, must each have acted in accordance with the
representations set forth in the stockholder’s notice required pursuant to this Section 10, and (v) with respect to any item of business to be brought at a Special
Meeting, the item of business must appear on the written request that prompted such meeting to be called and otherwise in compliance with Section 3. Except
(1) for any directors elected in accordance with Article III, Section 2 hereof by the Board of Directors to fill a vacancy or newly-created directorship or (2) as
otherwise required by applicable law, only persons who are nominated in accordance with the procedures in this Section 10 shall be eligible for election as
directors.
(b) A stockholder must provide written notice of a nomination or business to be brought at an Annual Meeting to the Secretary at the principal executive
offices of the Corporation not less than 60 nor more than 90 days prior to the one-year anniversary of the date on which the Corporation first mailed its proxy
materials for the prior year’s Annual Meeting; provided, however, that, subject to the last sentence of this Section 10(b), in the event that the date of the current
year’s Annual Meeting has changed by more than 30 days from the one-year anniversary of the date that the prior year’s Annual Meeting was first convened, or
if no annual meeting was held in the preceding year, such stockholder’s notice to be timely must be so received not later than the close of business on the later
of (A) the 90th day prior to the current year’s Annual Meeting and (B) the 10th day following the day on which notice of the date of the current year’s Annual
Meeting was mailed or public disclosure of the date of the current year’s Annual Meeting was made, whichever mailing or disclosure first occurs.
Notwithstanding anything in this Section 10(b) to the contrary, in the event that the number of directors to be elected to the Board of Directors at an Annual
Meeting is increased effective after the time period for which nominees would otherwise be due under this Section 10, a stockholder’s notice required by this
bylaw shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be received by the Secretary
at the principal executive offices of the Corporation not later than the close of business on the 10th day following the day on which public disclosure of such
increase is first made by the Corporation. A stockholder must provide written notice of nomination for election to the Board of Directors at a Special Meeting
properly called for such purpose to the Secretary at the principal executive offices of the Corporation not later than the close of business on the later of (x) the
60th day prior to the Special Meeting and (y) the 10th day following the day on which notice of the date of the Special Meeting was mailed or public disclosure
of the date of the Special Meeting was made, whichever mailing or disclosure first occurs. In no event shall the adjournment or postponement of an Annual or
Special Meeting (or the public disclosure thereof) commence a new time period (or extend any time period) for the giving of a stockholder’s notice.
(c) For nominations to be properly brought before a meeting, the stockholder’s notice to the Secretary shall set forth (1) the information required under
Section 10(e), and (2) as to each person whom the stockholder proposes to nominate for election or reelection to the Board of Directors, (A) such person’s
name, age and address, (B) such person’s principal occupation or employment, (C) the class, series and number of shares of stock of the Corporation
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Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠
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