UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM  i 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 i June 8, 2021

Date of Report (Date of Earliest Event Reported)

Fortive Corporation

(Exact Name of Registrant as Specified in Its Charter)

 i 6920 Seaway Blvd

 i Everett,  i WA  i 98203

(Address of principal executive offices)

Registrant’s telephone number, including area code:  i (425)  i 446 - 5000

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:

Securities Registered Pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  i ☐

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. ☐

At the 2021 Annual Meeting of Shareholders (the “Annual Meeting”) of Fortive Corporation (the “Company”) held on June 8, 2021, the Company’s shareholders approved a proposal to amend the Company’s Amended and Restated Certificate of Incorporation (the “Special Meeting Amendment”) to allow holders of record who own at least 25% of the Company’s outstanding shares of common stock and who otherwise comply with the requirements set forth in the Company’s Amended and Restated Bylaws, as amended from time to time, to request that a special meeting of shareholders be called. In addition, to conform the Amended and Restated Bylaws to the Special Meeting Amendment and to specify the procedures for shareholder-requested special meetings, in each case, as further described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 26, 2021 (the “Proxy Statement”), the Board of Directors previously approved a corresponding amendment to the Company’s Amended and Restated Bylaws (the “Bylaw Amendment”), contingent upon shareholder approval of the Special Meeting Amendment at the Annual Meeting.

A Certificate of Amendment (the “Certificate of Amendment”) setting forth the Special Meeting Amendment was filed with the Secretary of State of the State of Delaware and became effective on June 9, 2021.    

The Company’s Amended and Restated Bylaws were further amended and restated to incorporate the Bylaw Amendment (as so amended and restated, the “New Bylaws”), which New Bylaws became effective concurrently with the effectiveness of the Certificate of Amendment on June 9, 2021.

The foregoing description is qualified in its entirety by reference to the text of the Certificate of Amendment and the New Bylaws attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report.

At the Annual Meeting held on June 8, 2021, the Company’s shareholders voted on the following five proposals:

Proposal 1: To elect the eight directors named in the Proxy Statement to terms expiring at the 2022 Annual Meeting of Shareholders of the Company and until their successors are elected and qualified. Each nominee for director was elected by a vote of the shareholders as follows:

Proposal 2: To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021. The proposal was approved by a vote of the shareholders as follows:

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Proposal 3: To approve on an advisory basis the Company’s named executive officer compensation. The proposal was approved by a vote of the shareholders as follows:

Proposal 4: To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to allow holders of at least 25% of the Company’s outstanding shares of common stock to call a special meeting of the shareholders. The proposal was approved by a vote of the shareholders as follows:

Proposal 5: To consider and act upon a shareholder proposal regarding shareholders’ ability to act by written consent. The proposal was rejected by a vote of the shareholders as follows:

(d)     Exhibits.

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SIGNATURES

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 hereunto duly authorized.

Date: June 11, 2021