DANAHER CORPORATION | Give Shareholders a Reasonable Ability to Call for a Special Shareholder Meeting at DANAHER CORPORATION

Status
Omitted
Previous AGM date
Resolution details
Company ticker
DHR
Lead filer
Resolution ask
Amend board structure
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Health Care
Company HQ country
United States
Resolved clause
Shareholders ask the Board of Directors to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting or the owners of the lowest percentage of shareholders, as governed by state law, the power to call a special shareholder meeting. Such a special shareholder meeting can be an easy to convene online shareholder meeting. There shall be no poison pill discriminatory rule to require ownership of shares for a specific period of time in order for shares to participate in calling for a special shareholder meeting and no unnecessary requirement that most such shareholders be record holders. This proposal includes that Danaher incorporates this right in its bylaws and that such bylaws be published on the DHR website for easy access. It is reasonable that 10% of shares have this right because there is almost no shareholders of any company anywhere using this right at the 25% stock ownership mark. The current 25% shareholding right does not seem to be a realistic right. At least at large cap companies like DHR, at $150 Billion, the right needs to be a more feasible 10% of shares to call for a special shareholder meeting. If DHR thinks a 10% shareholding right is too easy then DHR is welcome to give one example of the shareholders of any company with a $25 Billion or more capitalization successfully calling for a special shareholder meeting in the past decade with a 25% shareholding requirement which is the current requirement at DHR. DHR has a market capitalization of $150 Billion which is even more of a challenge. Now is a good time for this proposal due to the long term underperformance of DHR stock. DHR stock was at $334 in 2021 and only at $225 in late 2025 despite a robust stock market. If the directors and management know that 10% of DHR shareholders can call a special shareholder meeting they will have a greater incentive to perform.

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