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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/11/21 Fortive Corp. 8-K:5,9 6/08/21 13:378K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 38K 2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 9K 3: EX-3.2 Articles of Incorporation/Organization or Bylaws HTML 115K 9: R1 Document and Entity Information HTML 52K 11: XML IDEA XML File -- Filing Summary XML 13K 8: XML XBRL Instance -- d153875d8k_htm XML 19K 10: EXCEL IDEA Workbook of Financial Reports XLSX 6K 5: EX-101.DEF XBRL Definitions -- ftv-20210608_def XML 42K 6: EX-101.LAB XBRL Labels -- ftv-20210608_lab XML 68K 7: EX-101.PRE XBRL Presentations -- ftv-20210608_pre XML 43K 4: EX-101.SCH XBRL Schema -- ftv-20210608 XSD 15K 12: JSON XBRL Instance as JSON Data -- MetaLinks 14± 22K 13: ZIP XBRL Zipped Folder -- 0001193125-21-188913-xbrl Zip 42K
| EX-3.1 |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
FORTIVE CORPORATION
Pursuant to Section 242
of the General Corporation Law of the State of Delaware
Fortive Corporation, a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that:
1. The Amended and Restated Certificate of Incorporation of the Corporation (the “Amended and Restated Certificate”) is hereby amended as follows:
Section 6.03 of Article VI of the Amended and Restated Certificate is hereby amended in its entirety to read as follows:
“Section 6.03 Special Meetings. Unless otherwise required by law or the terms of any resolution or resolutions adopted by the Board providing for the issuance of a class or series of the Preferred Stock, special meetings of stockholders, for any purpose or purposes, may be called by the Secretary upon a written request delivered to the Secretary by (i) the Board as set forth in the Corporation’s Bylaws, (ii) the Chairman of the Board, (iii) the Chief Executive Officer of the Corporation, or (iv) the holders of record who “Own” (as such term is defined in Section 2.12 of Article II of the Bylaws of the Corporation) at least twenty-five percent (25%) of the outstanding shares of Common Stock and who have complied in full with the requirements set forth in the Bylaws of the Corporation. At a special meeting of stockholders, only such business shall be conducted as shall be specified in the notice of meeting (or any supplement thereto).”
2. The foregoing amendment to the Amended and Restated Certificate was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment to the Amended and Restated Certificate of Incorporation on this 8th day of June, 2021.
| FORTIVE CORPORATION | ||
| By: | /s/ Daniel B. Kim | |
| Name: Daniel B. Kim | ||
| Title: VP – Associate General Counsel and Secretary | ||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/28/21 Fortive Corp. 10-Q 10/01/21 85:10M 7/29/21 Fortive Corp. 10-Q 7/02/21 80:9.4M |