Danaher (DHR) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 5, 2026, with shareholders of record as of March 6, 2026, eligible to vote on key proposals.

• 2025 performance included $24.6B in sales, $4.7B in operating profit, $6.4B in operating cash flow, $1.6B in R&D investment, and $4.0B returned to shareholders.

• A definitive agreement to acquire Masimo Corporation for $9.9B was signed in February 2026, pending regulatory and shareholder approval.

• The company continues to emphasize innovation, sustainability, and robust shareholder engagement.

Voting matters and shareholder proposals

• Shareholders will vote on: election of eleven directors, ratification of Ernst & Young LLP as auditor, advisory approval of executive compensation, and approval of amendments to the Omnibus Incentive Plan.

• The board recommends voting FOR all proposals.

• A shareholder proposal was excluded from the agenda due to procedural deficiencies.

Board of directors and corporate governance

• The board consists of eleven nominees with diverse expertise in global business, life sciences, technology, and finance.

• 36% of nominees joined in the last seven years; average director age is 63.

• Chairman and CEO roles are separated; a Lead Independent Director is appointed.

• All directors are elected annually by majority vote in uncontested elections.

• Proxy access and special meeting rights are available to shareholders.

• Board and committee evaluations are conducted annually.