Shareholders ask our Board of Directors to remove the current shareholder rights provision that considers the voice of certain Thermo Fisher Scientific (TMO) shareholders as non-shareholders. Currently all shares not held for one continuous year are considered non-shareholders if they seek to call for a special shareholder meeting on an important matter.

The current one-year shareholder rights exclusion for all shares held for less than one continuous year makes the current so-called shareholder right to call for a special shareholder meeting useless. There is no point to have useless right on the books of TMO.

The reason to enable all shareholders to call for a special shareholder meeting is to allow one shareholder or a group of shareholders to quickly acquire TMO shares to equal the challenging 15% share ownership requirement ($30 billion), based on all shares outstanding, to call for a special shareholder meeting to incentivize a turnaround of TMO should TMO find itself in a slump in the future.

The best strategies for turning around a company do not necessarily come from a company’s existing shareholders.

TMO stock is now in somewhat of a slump. During a run-up in stock price TMO stock was at $554 in 2021 and is at $535 in late 2024. If TMO continues to slump, TMO shareholders and potential TMO shareholders will not even consider acquiring more shares in order to call for a special meeting, if they have to wait one-year to call for a special shareholder meeting. A one-year holding period makes no sense. A slumping stock price demands an immediate response before the window of opportunity passes.

If one shareholder or a group of shareholders can quickly acquire more shares to call for a special shareholder meeting this is an incentive for TMO Directors to avoid a slump in the first place since the continue service of the least qualified TMO Directors could be terminated by a special meeting. This is a good incentive for the TMO Directors to have for the benefit of all TMO shareholders.

At minimum this proposal alerts shareholders to the severe limitation, to the point of uselessness, baked into the current TMO rules for shareholders to call for a special shareholder meeting.