SUPPORTING STATEMENT: Currently it takes a theoretical 25% of all shares outstanding to call for a special shareholder meeting. This theoretical 25% of all shares outstanding translates into 30% of the shares that vote at our annual meeting.



It would be hopeless to expect that shares that do not have the time to vote would have the time to go through the special procedural steps to call for a special shareholder meeting.



This proposal won 43%-support at the 2022 Danaher annual meeting for a lower 10% of shares to be able to call for a special shareholder meeting. This 43% support likely represented close to or more than 51% support from the shareholders who have access to independent proxy voting advice and are not forced to overly depend on the anti-shareholder rights voting advice of management.



In reflecting on the 43%-support it is important to remember that it takes more shareholder conviction to ignore management’s recommendation and vote for this proposal topic than to simply vote as management directs.



Since a special shareholder meeting can be useful in replacing a director, this proposal may be an incentive for the Danaher directors to improve their performance. Danaher stock has gone downhill since its $290 price in December 2021.



Four Danaher directors each received more than 156 million against votes in 2023:

Teri List

Shane Sanders

John Schwieters

Raymond Steven

This compares to 3 Danaher directors who each received less than 10 million against votes.



Calling a special shareholder meeting is hardly ever used by shareholders but the main point of calling a special shareholder meeting is that it gives shareholders at least significant standing to engage effectively with management.



With the widespread use of online shareholder meetings it is much easier for management to conduct a special shareholder meeting and our bylaws thus need to be updated accordingly.

Filed by John Chevedden.