FORTIVE CORPORATION | Shareholder Right to Act by Written Consent at Fortive Corporation

Status
Omitted
Previous AGM date
Resolution details
Company ticker
FTV
Lead filer
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Industrials
Company HQ country
United States
Resolved clause
Shareholders request that the board of directors take the necessary steps to permit written consent by the shareholders entitled to cast the minimum number of votes that would be necessary to authorize an action at a meeting at which all shareholders entitled to vote thereon were present and voting (without any unnecessary restriction based on length of stock ownership or the method by which Fortive shareholders hold their FTV shares). This includes shareholder ability to initiate any appropriate topic for written consent. Fortive shareholders have a particular need for the right to act by written consent because it is considerably more difficult than necessary for Fortive shareholders to call for a special shareholder meeting. Shareholders acting by written consent and calling for a special shareholder meeting are two means that shareholders of a company can use to put forth a proposal on a timely basis without waiting for the annual shareholder meeting. Delaware law considers it reasonable for 10% of shareholders to call for a special shareholder meeting — yet Fortive made the threshold 25% of shareholders based on all shares outstanding and then excluded all FTV shares that were not long term shares, which excludes the FTV shares most likely to call for a special shareholder meeting. This proposal topic received 39% support at an earlier Fortive annual meeting. This 39% support likely translates into close to 50% support from the shares that have access to independent proxy voting advice and are the most informed shareholders on annual meeting ballot items. Acting by written consent is hardly ever used by shareholders but the main point of having a right to act by written consent is that it gives shareholders greater standing to engage effectively with management when Fortive is underperforming. The following challenging 2025 news reports on Fortive make it more urgent to adopt this proposal without delay: In Q1 2025, Fortive’s overall sales also saw year over year decreases in certain segments and quarters, with a notable 3% decline in Q1 and a 2% decline in Q2 revenues. Fortive’s stock experienced significant volatility and was down over 30% from the beginning of the year by late October 2025. In November 2025, Morgan Stanley downgraded Fortive’s stock to an “Equal Weight” rating, citing an unclear recovery path. Fortive stock was at $88 in 2018 and at only $51 in late 2025. Fortive estimated a significant gross tariff exposure, leading to a projected net tariff headwind to EPS in 2025. Fortive reported performance declines in Europe and persistent weakness in China, which posed ongoing risks to growth and required strategic adjustments. The Precision Technologies segment was a primary source of softness, with customers delaying investments due to increased political and macroeconomic uncertainty, resulting in a significant revenue decline. The Advanced Healthcare Solutions segment faced pressure due to changes in healthcare reimbursement and funding policies, which impacted equipment demand. Fortive’s reported GAAP net income for Q3 2025 was down significantly year over year.

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