DANAHER CORPORATION | Independent board chairman DANAHER CORPORATION

Status
38.31% votes in favour
AGM date
Previous AGM date
Proposal number
5
Resolution details
Company ticker
DHR
Lead filer
Individual
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • CEO / chair duality
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Health Care
Company HQ country
United States
Resolved clause
Shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary in order that 2 separate people hold the office the Chairman and the office of the CEO.

Whenever possible, the Chairman of the Board shall be an Independent Director.
Whereas clause
The Board has the discretion to select a Temporary Chairman of the Board who is not an Independent Director to serve while the Board is seeking an Independent Chairman of the Board on an accelerated basis.
It is a best practice to adopt this policy soon. However this policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition.
This proposal topic won 52% support at Boeing and 54% support at Baxter International in 2020. Boeing then adopted this proposal topic. The roles of Chairman and CEO
are fundamentally different and should be held by 2 directors, a CEO and a Chairman who is completely independent of the CEO and our company.
A lead director is no substitute for an independent Board Chairman. The Danaher Lead Director, Ms. Linda Filler violates the most important attribute of a Lead Director – independence. As director tenure goes up director independence goes down. Ms. Filler has 18-years director tenure at Danaher. It is amazing the number of companies that claim that a Lead Director is some sort of substitute for an independent Board Chairman and then select a director with the longest tenure as Lead Director. Ms. Filler received 107 million against votes in 2022.
Supporting statement
One of the primary functions of an independent Chairman of the Board is the manage the Board of Director which is lacking at Danaher. For example 5 Danaher directors each received between 100 million and 200 million against votes each in 2022:
Linda Filler, lead director.
Teri List
Walter Lohr, age 79, overdue for retirement with 40-years DHR director tenure.
Shane Sanders, sad since Mr. Sanders is a relatively new director.
John Schwieters, age 83, overdue for retirement with 20-years DHR director tenure.
According to the 2022 annual meeting proxy the Danaher so-called Lead Director has only 4 duties:
Presides over certain meetings if they occur in a given year.
Can call a meeting of certain directors but cannot call a meeting of the entire Board.
Can act as a liaison but only as necessary.
Can edit the Board’s agenda.
The ascending complexities of a company with $175 Billion in market capitalization, like Danaher, increasingly demand that 2 persons fill the 2 most important jobs at Danaher on an enduring basis – Chairman and CEO

The Company has been informed that John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, CA, 902778, a beneficial owner of shares of our common stock having a minimum value as set forth in Rule 14a-8 of the Exchange Act allowing submission of proposals by stockholders meeting certain requirements, intends to present the proposal set forth below at the Annual Meeting. The Company is not responsible for any inaccuracies it may contain.

How other organisations have declared their voting intentions

Organisation name Declared voting intentions Rationale
Anima Sgr For As it is generally in shareholders' best interest to separate the positions of CEO and chairman in order to avoid potential conflicts of interest that may arise when one person holds both positions, e.g. in situations where a chairman is in charge of evaluating her/his own performance as CEO or reviewing the performance of management.
KBI Global Investors For
Rothschild & co Asset Management For

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