SEC Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported):
May 18, 2016
____________________________________________________________
THERMO FISHER SCIENTIFIC INC.
(Exact name of Registrant as specified in its Charter)
Delaware
 
1-8002
 
04-2209186
(State or other jurisdiction of
incorporation or organization)
 
(Commission File Number)
 
(I.R.S. Employer Identification Number)
 
81 Wyman Street
 
 
 
 
Waltham, Massachusetts
 
02451
 
 
(Address of principal executive offices)
 
(Zip Code)
 
 
(781) 622-1000
 
 
(Registrant’s telephone number including area code)
 
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):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






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 May 18, 2016, by vote of the Board of Directors of Thermo Fisher Scientific Inc. (the “Company”), Lars Rebien Sørensen was elected a director of the Company for a term expiring at the 2017 annual meeting. Mr. Sørensen was appointed to the board’s Audit Committee.  Mr. Sørensen previously served as a director of the Company and a member of its Audit Committee from July 2011 to July 2015.
     Mr. Sørensen has served as President and Chief Executive Officer of Novo Nordisk A/S, a global healthcare company with a leading position in diabetes care, since November 2000.
     In connection with his service as a director, Mr. Sørensen will be entitled to receive the Company’s previously disclosed standard agreements and arrangements for non-employee directors as described in the “Director Compensation” section of the Company’s proxy statement for the 2016 annual meeting, which was filed with the SEC on April 5, 2016 (File No. 001-08002), 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).
Item 5.07    Submission of Matters to a Vote of Security Holders

At the annual meeting of stockholders of Thermo Fisher Scientific Inc. (the “Company”) held on May 18, 2016, the stockholders of the Company voted on the following proposals:
1.
The following nominees were elected to the Company’s Board of Directors for a one-year term expiring at the 2017 annual meeting of stockholders.
 
 
For
 
Against
 
Abstain
 
Broker
Non-Votes
Marc N. Casper
 
335,456,753

 
961,769

 
322,363

 
20,576,519

Nelson J. Chai
 
334,520,732

 
1,896,893

 
323,260

 
20,576,519

C. Martin Harris
 
335,187,267

 
1,223,637

 
329,981

 
20,576,519

Tyler Jacks
 
332,394,183

 
4,019,206

 
327,496

 
20,576,519

Judy C. Lewent
 
336,202,408

 
220,277

 
318,200

 
20,576,519

Thomas J. Lynch
 
327,279,442

 
9,139,745

 
321,698

 
20,576,519

Jim P. Manzi
 
334,875,587

 
1,538,316

 
326,982

 
20,576,519

William G. Parrett
 
332,669,313

 
3,738,462

 
333,110

 
20,576,519

Scott M. Sperling
 
334,063,360

 
2,354,324

 
323,201

 
20,576,519

Elaine S. Ullian
 
331,841,525

 
4,579,497

 
319,863

 
20,576,519

2.
A non-binding, advisory proposal on the compensation of the Company’s named executive officers was approved.
For:
322,575,144

Against:
11,664,578

Abstain:
2,501,163

Broker Non-Votes:
20,576,519

3.
The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2016 was ratified.
For:
348,023,668

Against:
8,856,375

Abstain:
437,361







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.

 
 
THERMO FISHER SCIENTIFIC INC.
 
 
 
 
 
 
 
 
Date:
May 19, 2016
By:
/s/ Seth H. Hoogasian
 
 
 
Seth H. Hoogasian
 
 
 
Senior Vice President, General Counsel and Secretary