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Compensation.
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(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (i781)
i622-1000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
i☐ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading Symbol(s)
Name of each exchange on which registered
iCommon Stock, $1.00 par value
iTMO
iNew
York Stock Exchange
i0.750% Notes due 2024
iTMO 24A
iNew
York Stock Exchange
i0.125% Notes due 2025
iTMO 25B
iNew
York Stock Exchange
i2.000% Notes due 2025
iTMO 25
iNew
York Stock Exchange
i1.400% Notes due 2026
iTMO 26A
iNew
York Stock Exchange
i1.450% Notes due 2027
iTMO 27
iNew
York Stock Exchange
i1.750% Notes due 2027
iTMO 27B
iNew
York Stock Exchange
i0.500% Notes due 2028
iTMO 28A
iNew
York Stock Exchange
i1.375% Notes due 2028
iTMO 28
iNew
York Stock Exchange
i1.950% Notes due 2029
iTMO 29
iNew
York Stock Exchange
i0.875% Notes due 2031
iTMO 31
iNew
York Stock Exchange
i2.375% Notes due 2032
iTMO 32
iNew
York Stock Exchange
i2.875% Notes due 2037
iTMO 37
iNew
York Stock Exchange
i1.500% Notes due 2039
iTMO 39
iNew
York Stock Exchange
i1.875% Notes due 2049
iTMO 49
iNew
York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. i☐ Emerging growth company
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
THERMO FISHER SCIENTIFIC INC.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On February 23, 2022, the Board of Directors of Thermo Fisher Scientific Inc. (the “Company”) increased the size of its board to thirteen members and elected Ruby R. Chandy as a director of the Company for a term expiring at the Company’s 2022 annual meeting, both effective as of March 1, 2022. Ms. Chandy will serve on the Audit Committee of the Board.
Ms. Chandy was the president of the Industrial Division of Pall Corporation, a leading supplier of filtration, separation, and purification technologies. Previously, Ms.
Chandy was chief marketing officer at the Dow Chemical Company and Rohm and Haas Corporation. Ms. Chandy currently serves on the board of directors of DuPont de Nemours, Inc. and Flowserve Corporation. She also serves on the Advisory Board of Pritzker Private Capital, the MIT Sloan Americas Executive Board and is a mentor-in-residence at the University of Pennsylvania Penn Center for Innovation (PCI).
In connection with her service as a director, Ms. Chandy will be entitled to receive the Company’s standard agreements and arrangements for non-employee directors, a description of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference, and will enter
into the Company’s standard form of indemnification agreement, which was filed as Exhibit 10.2 to the Company’s Registration Statement on Form S-4 (Reg. No. 333-90661).
Also on February 23, 2022, Thomas J. Lynch, who has served as a director of the Company since 2009, and as Lead Director since 2020, advised the Board that he plans to retire from the Board when his current term as a director expires at the 2022 annual meeting. Mr. Lynch’s decision was not due to any disagreement with the
Company on any matter relating to the Company’s operations, policies or practices. The Company expects that the Board will be decreased in size to twelve upon the election of directors at the 2022 annual meeting.
Cover Page Interactive Data File (embedded with the Inline XBRL document).
2
THERMO
FISHER SCIENTIFIC INC.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.