Danaher 2011 Annual Report Download - page 129

that are directly or indirectly owned, beneficially or of record, by such person, (D) a description of all direct and indirect compensation and other material
agreements, arrangements and understandings during the past three years, and any other material relationships, between or among (x) the stockholder, the
beneficial owner, if any, on whose behalf the nomination is being made and the respective affiliates and associates of, or others acting in concert with, such
stockholder and such beneficial owner, on the one hand, and (y) each proposed nominee, and his or her respective affiliates and associates, or others acting in
concert with such nominee(s), on the other hand, including without limitation all information that would be required to be disclosed pursuant to Item 404 of
Regulation S-K if the stockholder making the nomination and any beneficial owner on whose behalf the nomination is made or any affiliate or associate thereof
or person acting in concert therewith were the “registrant” for purposes of such Item and the proposed nominee were a director or executive officer of such
registrant, and (E) any other information relating to such person 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 election of directors in a contested election pursuant to Section 14 of the Exchange Act, and the rules and
regulations promulgated thereunder. In addition, to be effective, the stockholder’s notice must be accompanied by the written consent of the proposed nominee
to (1) serve as a director if elected, and (2) tender, promptly following such person’s election or re-election, an irrevocable resignation effective upon such
person’s failure to receive the required vote for re-election at the next meeting at which such person would face re-election and upon acceptance of such
resignation by the Board of Directors, in accordance with the Corporation’s Board Practice on Director Elections. The Corporation may require any proposed
nominee to furnish such other information as may reasonably be required to determine the eligibility of such proposed nominee to serve as an independent
director of the Corporation.
(d) In order for any business other than a nomination to be brought before a meeting by a stockholder, the stockholder’s notice to the Secretary shall set
forth (1) the information required under Section 10(e), and (2) as to each matter the stockholder proposes to bring before the meeting, a brief description of the
business desired to be brought before the meeting, the text of the business (including the text of any resolutions proposed for consideration and in the event that
such business includes a proposal to amend the By-Laws, the language of the proposed amendment), the reasons for conducting such business at the meeting,
and any material interest of such stockholder and beneficial owner, and the respective affiliates and associates of, or others acting in concert with, such
stockholder and such beneficial owner, in such business.
(e) Any stockholder’s notice required to be provided to the Secretary pursuant to Section 10(c) or 10(d) shall include the information specified in such
provision, as applicable, and also shall set forth as to the stockholder of record giving the notice and the beneficial owner, if any, on whose behalf the
nomination or proposal is made (each, a “party”) (1) the name and address of each such party, (2) the class, series, and number of shares of the Corporation
that are owned, directly or indirectly, beneficially or of record by each such party, (3) any option, warrant, convertible security, stock appreciation right, or
other instrument or right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the
Corporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation, whether or not such instrument or
right shall be subject to settlement in the underlying class or series of capital 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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