<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
[X] Definitive Proxy Statement RULE 14C-5(D)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
DANAHER CORPORATION
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[X] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: $556.14 (AVAILABLE CREDIT BALANCE)
(2) Form, Schedule or Registration Statement No.: NON-RESTRICTED FUNDS
(3) Filing Party: DANAHER CORPORATION
(4) Date Filed: 1995
Notes:
<PAGE>
DANAHER CORPORATION
1250 24TH STREET, N.W.
WASHINGTON, D.C. 20037
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 15, 1996
To the Shareholders:
Notice is hereby given that the 1996 Annual Meeting of Shareholders of
Danaher Corporation, a Delaware corporation (the "Company"), will be held at
the ANA Hotel, 2401 M Street, NW, Washington, D.C. 20037, on May 15, 1996 at
4:00 p.m., local time, for the following purposes:
1. To elect three Directors to hold office for a term of three years and
until their successors are elected and qualified.
2. To approve the appointment of Arthur Andersen LLP as the Company's
independent auditors for the year ending December 31, 1996.
3. To approve the performance goals for 1996 incentive compensation to the
Company's executive officers.
4. To approve the grant of an option to acquire shares of Company stock to
be made to Mr. George M. Sherman, President and Chief Executive Officer.
5. To approve an amendment to the 1987 Stock Option Plan of the Company.
6. To consider and act upon such other business as may properly come before
the meeting.
The Board of Directors has fixed the close of business on March 22, 1996 as
the record date for determination of shareholders entitled to notice of and to
vote at the meeting and any adjournment thereof.
Whether or not you expect to be present, please sign, date and return the
enclosed proxy card as promptly as possible in the enclosed stamped envelope,
the postage on which will be valid if mailed in the United States.
By Order of the Board of Directors
/s/ Patrick W. Allender
Patrick W. Allender
Secretary
March 30, 1996
EVERY SHAREHOLDER'S VOTE IS IMPORTANT. PLEASE MARK, SIGN, DATE AND MAIL THE
ENCLOSED PROXY CARD AT YOUR EARLIEST CONVENIENCE, WHETHER OR NOT YOU PLAN TO
ATTEND THE DANAHER CORPORATION ANNUAL MEETING.
<PAGE>
PROXY STATEMENT
DANAHER CORPORATION
1250 24TH STREET, N.W.
WASHINGTON, D.C. 20037
(202) 828-0850
1996 ANNUAL MEETING OF SHAREHOLDERS
MAY 15, 1996
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of Danaher Corporation, a Delaware corporation (the
"Company"), of proxies for use at the 1996 Annual Meeting of Shareholders
("Annual Meeting") to be held at the ANA Hotel on May 15, 1996 at 4:00 p.m.,
local time, and at any and all adjournments thereof. The Company's principal
address is 1250 24th Street, N.W., Washington, D.C. 20037. The date of mailing
of this Proxy Statement is on or about March 30, 1996. The purpose of the
meeting is to elect three directors of the Company; to approve the appointment
of Arthur Andersen LLP as the Company's independent auditors for the current
year; to approve the performance goals for 1996 incentive compensation to the
Company's executive officers; to approve the grant of an option to acquire
shares of Company stock to be made to Mr. George M. Sherman, President and
Chief Executive Officer; to approve an amendment to the 1987 Stock Option Plan
of the Company; and to transact such other business as may properly come
before the meeting.
OUTSTANDING STOCK AND VOTING RIGHTS
In accordance with the By-laws of the Company, the Board of Directors has
fixed the close of business on March 22, 1996 as the record date for
determining the shareholders entitled to notice of, and to vote at, the Annual
Meeting. Only shareholders of record on that date will be entitled to vote. A
shareholder who submits a proxy on the accompanying form has the power to
revoke it by notice of revocation directed to the proxy holders of the Company
at any time before it is voted. A subsequently dated proxy, when filed with
the Secretary of the Company, will constitute revocation. Proxies will be
voted as specified on the proxy card and, in the absence of specific
instructions, will be voted for the proposals described in this Proxy
Statement and in the discretion of the proxy holders on any other matter which
properly comes before the meeting. A shareholder who has given a proxy may
nevertheless attend the meeting, revoke the proxy and vote in person. The
Board of Directors has selected Steven M. Rales and Mitchell P. Rales to act
as proxies with full power of substitution.
Solicitation of proxies may be made by mail, personal interview, telephone
and telegraph by officers and other management employees of the Company, who
will receive no additional compensation for their services. The total expense
of the solicitation will be borne by the Company and may include reimbursement
paid to brokerage firms and others for their expenses in forwarding material
regarding the Annual Meeting to beneficial owners.
The only outstanding securities of the Company entitled to vote at the
Annual Meeting are shares of Common Stock. As of the close of business on
March 22, 1996, the record date for determining the shareholders of the
Company entitled to vote at the Annual Meeting, 58,124,128 shares of the
Common Stock of the Company, $.01 par value ("Company Common Stock"), were
issued and outstanding. Each outstanding share of Company Common Stock
entitles the holder to one vote on all matters brought before the Annual
Meeting. The quorum necessary to conduct business at the Annual Meeting
consists of a majority of the outstanding shares of Company Common Stock as of
the record date.
The election of the directors nominated will require a plurality of the
votes cast in person or by proxy at the Annual Meeting by holders of shares of
the Company's Common Stock. In the election of directors, each stockholder is
entitled to cast one vote for each director to be elected; cumulative voting
is not permitted. Approval of the appointment of the Company's auditors will
require the affirmative vote of the holders of a
<PAGE>
majority of the shares of the Company's Common Stock cast at the Annual
Meeting in person or by proxy. Approval of the performance goals for 1996
incentive compensation to the Company's executive officers, the amendment to
the 1987 Stock Option Plan and the grant of an option to acquire shares of
Company Common Stock made to Mr. Sherman requires the affirmative vote of the
holders of a majority of the shares of the Company's Common Stock present, or
represented, and entitled to vote at the annual meeting.
Abstentions and "broker non-votes" are counted as present in determining
whether the quorum requirement is satisfied. For purpose of the election of
directors, abstentions and broker non-votes are not considered to be votes
cast and do not affect the plurality vote required for elections of directors.
For purposes of the appointment of the Company's auditors, abstentions and
broker non-votes will not be considered votes cast for the foregoing purposes.
For purposes of approval of the performance goals for 1996 incentive
compensation to the Company's executive officers, approval of the amendment to
the 1987 Stock Option Plan and the amount of the option grant to Mr. Sherman,
abstentions are treated as present and entitled to vote on the matter and have
the effect of a vote against the proposal and broker non-votes will not be
considered entitled to vote and will have no effect on the vote required for
approval.
BENEFICIAL OWNERSHIP OF COMPANY COMMON STOCK BY
DIRECTORS, OFFICERS AND PRINCIPAL SHAREHOLDERS
As of March 22, 1996, the beneficial ownership of Company Common Stock by
directors and the nominee for director, by each of the executive officers
named in the Summary Compensation Table, by any principal shareholders
beneficially owning more than five percent of the Company's Common Stock and
by all present executive officers and directors of the Company as a group, was
as follows:
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT
NAME BENEFICIALLY OWNED OF CLASS
---- ------------------ --------
<S> <C> <C>
Mortimer M. Caplin.............................. 111,874 *
George M. Sherman............................... 1,344,000(4) 2.3%
Donald J. Ehrlich............................... 24,000(8) *
Walter G. Lohr, Jr.............................. 78,000(9) *
Mitchell P. Rales............................... 25,198,278(1) 43.4%
Steven M. Rales................................. 25,198,278(1) 43.4%
Gregory T.H. Davies............................. 30,720(5) *
Patrick W. Allender............................. 180,000(6) *
John P. Watson.................................. 50,800(7) *
Dennis D. Claramunt............................. 30,800(3) *
A. Emmet Stephenson, Jr......................... 120,060(2) *
All executive officers and directors as a group
(includes 13 persons).......................... 27,356,575(1)(2) 47.1%
</TABLE>
- --------
(1) The aggregate holdings for Steven and Mitchell Rales include (i) all of
the 12,032,444 and 10,000,000 shares of Company Common Stock owned by
Equity Group Holdings LLC and Equity Group Holdings II LLC, of which
Steven Rales and Mitchell Rales are the only members, and (ii) 1,595,981
and 1,569,853 shares of Company Common Stock owned directly by Steven
Rales and Mitchell Rales, respectively. Steven and Mitchell Rales each
disclaim beneficial ownership of the shares of Company Common Stock owned
directly by the other. All of the shares owned by Equity Group Holdings
LLC and Equity Group Holdings II LLC are held with sole voting and
dispositive power. Their business address, and that of Equity Group
Holdings LLC and Equity Group Holdings II LLC, is 1250 24th Street, N.W.,
Washington, D.C. 20037.
(2) Includes 68,060 shares of Company Common Stock held in the names of
Stephenson Ventures, a limited partnership of which the sole general
partner is A. Emmet Stephenson, Jr., and 40,000 shares held in the name of
Tessa Fund, a general partnership beneficially owned by trusts for the
benefit of the daughter of Mr. Stephenson, who is the general partner for
control purposes only. Bank One, Denver as Trustee owns 8,000 shares in
individual retirement accounts for the benefit of A. Emmet Stephenson, Jr.
and his wife. Mr. Stephenson has the option to acquire 4,000 shares of
Company stock.
2
<PAGE>
(3) Mr. Claramunt has the option to acquire 30,800 shares of Company Common
Stock.
(4) Mr. Sherman has the option to acquire 1,160,000 shares of Company Common
Stock. Includes 3,000 shares held by Sherman Investors Limited
Partnership, a partnership for the benefit of his family. Mr. Sherman
controls the general partner.
(5) Mr. Davies has the option to acquire 30,720 shares of Company Common
Stock.
(6) Mr. Allender has the option to acquire 86,000 shares of Company Common
Stock.
(7) Mr. Watson has the option to acquire 50,800 shares of Company Common
Stock.
(8) Mr. Ehrlich has the option to acquire 4,000 shares of Company Common
Stock.
(9) Mr. Lohr has the option to acquire 4,000 shares of Company Common Stock.
* Represents less than 1% of the outstanding Company Common Stock.
Apart from Steven M. Rales and Mitchell P. Rales, the Company knows of no
other person that beneficially owns 5% or more of its Common Stock.
PROPOSAL 1.
ELECTION OF DIRECTORS OF THE COMPANY
The Company's Certificate of Incorporation provides that the Board of
Directors shall be divided into three classes with the number of directors in
each class to be as equal as possible. The Board has fixed the number of
directors of the Company at seven. At the 1996 Annual Meeting of Shareholders,
shareholders will elect three directors to serve until the 1999 Annual Meeting
of Shareholders and until his successor is duly elected and qualified. The
Board of Directors has nominated Messrs. Mitchell P. Rales, George M. Sherman
and A. Emmet Stephenson, Jr. to serve as directors until their terms expire in
1999. Mr. Steven M. Rales will continue to serve as a director until his term
expires in 1998. Messrs. Mortimer M. Caplin, Donald J. Ehrlich and Walter G.
Lohr, Jr. will continue to serve as directors in the class whose term expires
in 1997.
The names of the nominee and the directors continuing in office, their
principal occupations, the years in which they became directors and the years
in which their terms expire are set forth below. In the event the nominee
shall decline or be unable to serve, it is intended that the proxies will be
voted in the discretion of the proxy holders. The Company knows of no reason
to anticipate that this will occur.
NOMINEES FOR ELECTION AT THIS YEAR'S ANNUAL MEETING
TO SERVE IN THE CLASS WHOSE TERM EXPIRES IN 1999
<TABLE>
<CAPTION>
DIRECTOR TERM
NAME AGE PRINCIPAL OCCUPATION SINCE EXPIRES
---- --- --------------------------------- -------- -------
<S> <C> <C> <C> <C>
Mitchell P. Rales(b).... 39 President of the Company from 1983 1999
1987 to February 1990; Executive
Vice President of the Company
from January 1984 to March 1987;
General Partner of Equity Group
Holdings, a general partnership
located in Washington, D.C. with
interests in publicly traded
securities, manufacturing
companies and media operations,
since 1979.
George M. Sherman....... 54 President and Chief Executive 1990 1999
Officer of the Company since
February 1990; Executive Vice
President and President of the
Power Tools and Home Improvement
Group of The Black & Decker
Corporation from 1985 to 1990;
Director of Campbell Soup Company
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
DIRECTOR TERM
NAME AGE PRINCIPAL OCCUPATION SINCE EXPIRES
---- --- --------------------------------- -------- -------
<S> <C> <C> <C> <C>
A. Emmet Stephenson, 50 President of Stephenson and Co., 1986 1999
Jr.(c)................. a private investment management
firm in Denver, Colorado for more
than five years; President of
Stephenson Merchant Banking, Inc.
for more than five years.
</TABLE>
CURRENT DIRECTORS WHOSE TERM WILL CONTINUE AFTER THIS MEETING
<TABLE>
<CAPTION>
DIRECTOR TERM
NAME AGE PRINCIPAL OCCUPATION SINCE EXPIRES
---- --- --------------------------------- -------- -------
<S> <C> <C> <C> <C>
Mortimer M. Caplin(a, 79 Senior Member of Caplin & 1990 1997
c)..................... Drysdale, a law firm in
Washington, D.C., for over five
years; Director of Fairchild
Industries, Inc., Fairchild
Corporation, Presidential Realty
Corporation.
Donald J. Ehrlich(a, 58 President and Director of Wabash 1985 1997
c)..................... National Corp. for five years;
Director of Indiana Secondary
Market for Educational Loans,
Inc. and INB National Bank, N.W.
Walter G. Lohr, Jr.(a).. 52 Partner of Hogan & Hartson, a law 1983 1997
firm in Baltimore, Maryland,
since 1992; attorney in private
practice 1987-1992.
Steven M. Rales(b)...... 44 Chairman of the Board of the 1983 1998
Company since 1984; Chief
Executive Officer of the Company
until Feb. 1990; General Partner
of Equity Group Holdings, a
partnership located in
Washington, D.C. with interests
in publicly traded securities,
manufacturing companies and media
operations, since 1979.
</TABLE>
- --------
(a) Member of the Compensation Committee of the Board of Directors.
(b) Mitchell P. Rales and Steven M. Rales are brothers.
(c) Member of the Audit Committee of the Board of Directors.
THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
The Board of Directors had a total of four meetings during 1995. All
directors attended at least 75% of the meetings of the Board of Directors and
of the Committees of the Board of Directors on which they served during 1995.
The Executive Committee acts on behalf of the Board of Directors of the
Company between meetings of the Board of Directors. The Executive Committee
comprised of Messrs. George M. Sherman, Steven M. Rales and Mitchell P. Rales
met three times in 1995.
The Audit Committee reviews the financial statements of the Company to
confirm that they reflect fairly the financial condition of the Company and to
appraise the soundness, adequacy and application of accounting
4
<PAGE>
and operating controls. The Audit Committee recommends independent auditors to
the Board of Directors, reviews the scope of the audit function of the
independent auditors and reviews audit reports rendered by the independent
auditors. The Audit Committee met two times during 1995.
The Compensation Committee reviews the Company's Compensation philosophy and
programs, and exercises authority with respect to the payment of direct
salaries and incentive compensation to Company officers. The Compensation
Committee is also responsible for the oversight of the stock option plans of
the Company. The Compensation Committee met two times in 1995.
The Company has no Nominating Committee of its Board of Directors.
EXECUTIVE OFFICERS OF THE REGISTRANT
Executive Officers of the Company are:
<TABLE>
<CAPTION>
OFFICER
NAME AGE POSITION SINCE
---- --- -------- -------
<S> <C> <C> <C>
Steven M. Rales........ 44 Chairman of the Board 1984
Mitchell P. Rales...... 39 Chairman of the Executive Committee 1984
George M. Sherman...... 54 Chief Executive Officer, President and 1990
Director
Patrick W. Allender.... 49 Senior Vice President, Chief Financial 1987
Officer and Secretary
James H. Ditkoff....... 50 Vice President-Finance/Tax 1991
Dennis D. Claramunt.... 50 Vice President and Group Executive 1994
C. Scott Brannan....... 37 Vice President Administration and 1997
Controller
John P. Watson......... 51 Vice President and Group Executive 1993
H. Lawrence Culp, Jr... 32 Vice President and Group Executive 1995
Gregory T.H. Davies.... 48 Vice President and Group Executive 1995
</TABLE>
Steven M. Rales has served as Chairman of the Board since January 1984. He
has been a General Partner, since 1979, in Equity Group Holdings, a general
partnership located in Washington, D.C. with interests in media operations,
publicly traded securities and manufacturing companies.
Mitchell P. Rales has served as a director of the Company since January
1984, President from March 1987 to January 1990 and Executive Vice President
from January 1984 to March 1987. He has been a General Partner of Equity Group
Holdings since 1979.
George M. Sherman has served as President and Chief Executive Officer and a
director of the Company since February 1990.
Patrick W. Allender has served as Chief Financial Officer of the Company
since March, 1987.
James H. Ditkoff was appointed Vice President-Finance/Tax in January, 1991.
He has served in an executive capacity in finance/tax for the Company since
September, 1988.
Dennis D. Claramunt was appointed Vice President and Group Executive in
1994. He has served as President of Jacobs Chuck Manufacturing Company for
more than the past five years.
C. Scott Brannan was appointed Vice President-Administration and Controller
of the Company in November, 1987.
John P. Watson was appointed Vice President and Group Executive in 1993. He
has served the Company in an executive capacity since September, 1990.
5
<PAGE>
H. Lawrence Culp, Jr. was appointed Vice President and Group Executive in
1995. He has served the Company in an executive capacity (including President
since 1993) at Veeder-Root Company for more than the past five years.
Gregory T.H. Davies was appointed Vice President and Group Executive in
1995. He has served as President of Jacobs Vehicle Equipment Company for more
than the past five years.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information concerning the
compensation for the last three completed fiscal years of the Chief Executive
Officer and the five executive officers of the Company who, in addition to the
Chief Executive Officer, received the highest compensation during 1995:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
- ---------------------------------------------------------------- ---------------------
(A) (B) (C) (D) (E) (F) (G) (H)
OTHER RESTRICTED SECURITIES
NAME AND ANNUAL STOCK UNDERLYING ALL OTHER
PRINCIPAL SALARY BONUS COMPENSATION AWARDS(1) OPTION COMPENSATION(2)
POSITION YEAR ($) ($) ($) ($) (#) ($)
--------- ----- -------- -------- ------------ ---------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
George M. Sherman....... 1995 675,000 921,000 -- -- 300,000(3) $36,000
President and CEO 1994 675,000 921,000 -- -- -- 30,000
1993 675,000 800,000 -- -- 400,000 34,000
Patrick W. Allender..... 1995 243,333 250,000 -- -- 15,000 14,000
Senior Vice President 1994 205,000 254,000 -- -- 40,000 14,000
and CFO 1993 176,666 180,000 -- -- 60,000 19,000
John P. Watson.......... 1995 213,000 120,000 -- -- 7,000 14,000
Vice President and 1994 196,000 180,000 -- -- 18,000 14,000
Group Executive 1993 180,666 150,000 -- -- 50,000 19,000
Gregory T.H. Davies..... 1995 181,000 160,000 -- -- 20,000 14,000
Vice President and 1994 164,000 178,000 -- -- 4,600 14,000
Group Executive 1993 155,000 178,000 -- -- 8,000 19,000
Dennis D. Claramunt..... 1995 196,000 150,000 -- -- 7,000 14,000
Vice President and 1994 184,000 120,000 -- -- 10,000 14,000
Group Executive 1993 167,000 118,000 -- -- 40,000 19,000
</TABLE>
- --------
(1) Mr. Sherman received a grant of 400,000 shares in 1990; 200,000 are
currently vested and 200,000 vest in August, 1996. Vested shares
participate in dividends ($16,000 in 1995, $13,000 in 1994 and $12,000 in
1993 on a non-preferential basis. The value of the 400,000 shares at
December 31, 1995 was $12,700,000.
(2) Includes contributions to the Company's 401(k) and executive retirement
plans for all individuals; in the case of Mr. Sherman, it also includes
supplemental term life insurance ($11,000) and financial consulting fees
($11,000).
(3) Subject to shareholders' approval of Proposal 4 in this proxy statement.
6
<PAGE>
GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information relating to options
granted to purchase shares of the Company Common Stock.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE AT
ASSUMED ANNUAL RATES OF
STOCK PRICE APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM (3)
- ---------------------------------------------------------------------------- -------------------------------
(A) (B) (C) (D) (E) (F) (G) (H)
NO. OF SECURITIES % OF TOTAL
UNDERLYING OPTIONS EXERCISE
OPTIONS/SARS GRANTED TO OR BASE
GRANTED EMPLOYEES IN PRICE EXPIRATION
NAME (#) (1) FISCAL YEAR ($/SH)(2) DATE 0%($) 5%($) 10%($)
---- ----------------- ------------ --------- ---------- ------------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
George M. Sherman (4)... 300,000 43.9% 28.875 4/27/05 0 5,457,375 13,773,375
Patrick W. Allender..... 15,000 2.2% 31.25 12/5/05 0 295,000 747,000
Dennis D. Claramunt..... 7,000 1.0% 31.25 12/5/05 0 138,000 348,000
Gregory T.H. Davies..... 20,000 2.9% 31.25 12/5/05 0 393,000 996,000
John P. Watson.......... 7,000 1.0% 31.25 12/5/05 0 138,000 348,000
</TABLE>
- --------
(1) Options become exercisable ratably beginning one year from date of grant
through five years from date of grant.
(2) Options were granted at fair market value on the date of grant.
(3) The dollar amounts set forth under these columns are the result of
calculations of assumed annual rates of stock price appreciation from the
date of the grant to the date of expiration of such options of 0%, 5%, and
10%. These assumptions are not intended to forecast future price
appreciation of the Company's stock price. The Company's stock price may
increase or decrease in value over the time period set forth above.
(4) Options are subject to shareholders' approval of Proposal 4 in this proxy
statement.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
The following table sets forth certain information concerning the number of
unexercised options and the value of unexercised options at the end of 1995
for the executive officers whose compensation is reported in the Summary
Compensation Table. Value is considered to be, in the case of unexercised
options, the difference between the exercise price and the market price at
December 31, 1995.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
OPTION AT FY-END (#) FY-END($)
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ---- ----------------------------------------------------
<S> <C> <C> <C> <C>
George M. Sherman (1)..... 1,160,000 540,000 28,295,000 5,242,000
Gregory T.H. Davies....... 30,720 28,880 678,440 341,260
Patrick W. Allender....... 86,000 99,000 1,630,500 1,104,500
John P. Watson............ 50,800 56,200 973,900 710,900
Dennis D. Claramunt....... 30,800 42,200 581,600 542,400
</TABLE>
- --------
(1) Options for 300,000 are subject to shareholders' approval of Proposal 4 in
this Proxy Statement.
COMPENSATION OF DIRECTORS
Directors who are not officers of the Company receive meeting attendance
fees of $750 per meeting (excluding telephonic meetings), together with
quarterly fees of $3,000. A grant of an option to acquire 2,000 shares of
Company Common Stock at $31.25 (fair market value at date of grant) per share
was made to these directors.
7
<PAGE>
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT
Pursuant to the terms of termination agreements between the Company and
Messrs. Sherman and Watson, if the Company were to terminate their employment
without cause, as defined therein, Mr. Sherman's salary and benefits would
continue for an additional 24 months, and Mr. Watson's salary and benefits
would continue for an additional 12 months. See "Report of the Compensation
Committee of the Board of Directors on Executive Compensation" for further
discussion of Mr. Sherman's contract.
COMPENSATION COMMITTEE
Messrs. Steven M. Rales, Mitchell P. Rales and George M. Sherman receive a
salary set by the Compensation Committee of the Board of Directors and also
serve as directors. However, they do not participate in deliberations
regarding their own compensation. The members of the Compensation Committee
are Walter G. Lohr, Jr., Mortimer M. Caplin and Donald J. Ehrlich.
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS ON EXECUTIVE
COMPENSATION
The report is not deemed to be "soliciting material" or to be "filed" with
the Securities and Exchange Commission (the "SEC") or subject to the SEC's
proxy rules or to the liabilities of Section 18 of the Securities Exchange Act
of the 1934 (the "1934 Act"), and the report shall not be deemed to be
incorporated by reference into any prior or subsequent filing by the
Corporation under the Securities Act of 1933 or the Securities Exchange Act of
1934.
Total executive officer compensation is comprised of three principal
components: annual salary, annual incentive compensation, and grants of
options to purchase Company Common Stock. In the case of Mr. Sherman, this
included a restricted stock grant at the time of his hire. The Committee
endeavors to establish total compensation packages for each executive officer
equal to the value of that executive's services determined by both what other
companies have or might pay the executive for his services and his
relationship to other executive positions within the Company, as negotiated at
the date of hire. This base is then adjusted annually based on the Committee's
assessment of individual performance. To date, the Board has been satisfied in
assessing these values without the assistance of outside consulting services.
A fundamental element of the Company's compensation policy is that a
substantial portion of each executive's compensation be directly related to
the success of the Company. This is accomplished in two ways. First, the
annual incentive compensation program requires that the Company, or the
Company's businesses for which the executive is directly responsible, achieve
certain minimum targets in earnings level (earnings per share which has a
majority weighting) and working capital management (working capital turnover,
which has a minority weighting). If performance for the year is below minimum
targeted levels (generally approximately three-quarters of the earnings target
must be achieved and working capital management must exceed target levels)
there would be no payment. If the minimum targets are met or exceeded, each
executive receives a formula-based payout taking into account the Company's
performance and his or her personal contribution thereto.
Second, executives and other key employees who, in the opinion of the
Committee, contribute to the growth, development and financial success of the
Company are eligible to be awarded options to purchase Company Common Stock.
These grants are normally made at the fair market value on the date of grant
with vesting over a five year period. In addition to the factors discussed
above, the amount of options granted is impacted both by the level of the
employee within the Company's management and the amount of options previously
granted to the employee. Thus the compensation value of this element is
directly related to the performance of the Company as measured by its returns
to shareholders over at least a five year period.
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Mr. Sherman's compensation is governed by a written contract dated January
2, 1990, whereby he agreed to serve as President and Chief Executive Officer.
The contract provides for Mr. Sherman to be paid a base salary of $675,000 per
year and an annual formula-based incentive compensation award, if earned, as
determined by the Compensation Committee. The Committee and subsequently the
Board of Directors recommended, and Mr. Sherman agreed, that his base salary,
which has not increased since he joined the Company, would not be increased
during the remainder of the term of his contract. Therefore, during the
remaining term of his contract with the Company, any increases in Mr.
Sherman's compensation will be tied directly to the financial performance of
the Company and the Company's stock price. He also received 400,000 shares of
restricted stock (see Summary Compensation Table) and an option to acquire
1,000,000 shares (see Year End Option Value Table) of the Company Common
Stock, and has received, or will receive, tax gross-up payments related to
these items. Mr. Sherman's contract requires the Company to provide
supplemental term life insurance and financial consulting services to him (see
Summary Compensation Table) and to provide severance benefits discussed
previously.
The Committee evaluated each executive's annual incentive compensation
awards for 1995. The Committee assessed their performance in light of the
targets referenced above, which were substantially exceeded, and awarded total
incentive compensation payments to executives other than Group Executives of
$1,451,000 for 1995. For 1996, the Committee has established a maximum bonus
payment of up to $1.5 million per executive, subject to approval by the
Company's shareholders of the performance goals, which are applicable to all
of the Company's executive officers, other than Group Executives.
The Committee has considered the impact of provisions of the federal income
tax laws that in certain circumstances disallow compensation deductions in
excess of $1 million for any year with respect to the executive officers named
in proxy statements of publicly traded companies. The Securities and Exchange
Commission requires compensation committees of public companies to state their
compensation policies relative to this $1 million deduction limit.
With respect to the Company's Chief Executive Officer, a portion of his
compensation is determined pursuant to a binding contract dated January 2,
1990 and, accordingly, is not subject to the deduction limit. In addition, the
Committee has designed the program for awarding 1996 incentive compensation to
executive officers other than Group Executives so that such bonuses will
comply with an exception to the $1 million deduction limit for performance-
based compensation. Accordingly, the full amount of any such bonus payments
for 1996 should be deductible. One of the requirements of this exception is
that shareholders approve certain material terms under which the bonus is to
be paid. In this regard, the Company's shareholders are being asked to approve
the material terms used for calculating the 1996 bonus awards for the
Company's executive officers other than Group Executives, as discussed in
Proposal 3 hereto.
COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
Walter G. Lohr, Jr.
Mortimer M. Caplin
Donald J. Ehrlich
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STOCK PERFORMANCE CHART
As part of proxy statement disclosure requirements mandated by the
Securities and Exchange Commission, the Company is required to provide a five-
year comparison of the cumulative total shareholder return on its Common Stock
with that of a broad equity market index and either a published industry index
or a Company constructed peer group index. This graph is not deemed to be
"soliciting material" or to be "filed" with the SEC or subject to the SEC's
proxy rules or to the liabilities of Section 18 of the 1934 Act, and the graph
shall not be deemed to be incorporated by reference into any prior or
subsequent filing by the Corporation under the Securities Act of 1933 or the
1934 Act.
The following chart compares the yearly percentage change in the cumulative
total shareholder return in the Company's Common Stock during the five years
ended December 31, 1995 with the cumulative total return on the S & P 500
Index (the equity index) and the S&P Manufacturing Index (the peer index). The
comparison assumes $100 was invested on December 31, 1990 in the Company's
Common Stock and in each of the above indices with reinvestment of dividends.
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
Among Danaher Corporation, S&P 500 Index and S&P Manufacturing (Div.Ind.) Index
[GRAPH APPEARS HERE]
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company, from time to time, has been involved in transactions with
Equity Group Holdings and its affiliates. The Company has received legal
services from the firm of Caplin & Drysdale, of which Mr. Caplin, a Director,
is a principal. The amount of such fees for 1995 was less than five-percent of
such firm's gross revenues. These transactions, which are conducted on an arms
length basis, are not material, either individually or in the aggregate.
PROPOSAL 2.
APPROVAL OF APPOINTMENT OF AUDITORS
The Board of Directors has appointed Arthur Andersen LLP, an international
accounting firm of independent certified public accountants, to act as
independent accountants for the Company and its consolidated subsidiaries for
1996. Arthur Andersen LLP has been the Company's auditors since 1976 and has
advised the Company that the firm does not have any direct or indirect
financial interest in the Company or any of its subsidiaries, nor has such
firm had any such interest in connection with the Company during the past five
years other than its capacity as the Company's independent certified public
accountants. A representative of Arthur Andersen LLP is expected to be present
at the Annual Meeting and will have an opportunity to make a statement if he
desires to do so and to be available to answer questions from shareholders.
The Board of Directors of the Company unanimously recommends that
shareholders vote FOR ratification and approval for the selection of Arthur
Andersen LLP to serve as independent auditors for the Company for 1996.
PROPOSAL 3.
APPROVAL OF PERFORMANCE GOALS FOR 1996 BONUS
Beginning in 1994, federal income tax laws limit deductions for publicly
held corporations with respect to compensation in excess of $1 million paid to
an executive officer who is named in its proxy statement. However,
compensation payable solely on account of attainment of one or more
performance goals is not subject to the deduction limit if the performance
goals are objective, pre-established and determined by a compensation
committee comprised solely of two or more outside directors, the material
terms under which the compensation is paid are disclosed to shareholders and
approved by a majority vote, and the compensation committee certifies that the
performance goals and other material terms were in fact satisfied before
amounts were paid.
In order to ensure that the full amount of the bonus payment that may be
made to the executive officers other then Group Executives for 1996 is
deductible for federal income tax purposes, the material terms of the
performance goals under which that bonus is to be paid are described below and
the shareholders will be asked to approve those material terms. Payment of the
1996 bonus based on these performance goals is conditioned upon and subject to
approval by the shareholders of the Company of the material terms of these
performance goals.
The maximum bonus payable to any executive officer other than Group
Executives will be determined under a formula and will not exceed $1.5
million. The maximum bonus payable to each executive officer other than Group
Executives for 1996 is computed under a formula approved by the Compensation
Committee on March 12, 1996, that is based on the Company's reported 1996
earnings per share from continuing operations. The Compensation Committee
reserves the right, in its sole and absolute discretion, not to award any
bonus to the executive officers other than Group Executives for 1996 or to
award any of them a bonus of less than the maximum amount determined in
accordance with the formula described above.
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THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS APPROVE THE MATERIAL
TERMS OF THE PERFORMANCE GOALS ESTABLISHED FOR THE PAYMENT OF BONUSES TO THE
EXECUTIVE OFFICERS OTHER THAN GROUP EXECUTIVES. APPROVAL REQUIRES THE
AFFIRMATIVE VOTE OF A MAJORITY OF THE HOLDERS OF COMMON STOCK VOTED AT THE
MEETING ON THIS PROPOSAL.
PROPOSAL 4.
APPROVAL OF OPTION GRANT TO PRESIDENT AND CHIEF EXECUTIVE OFFICER
By Unanimous Written Consent dated as of April 27, 1995, the Board of
Directors of the Company granted 300,000 non-qualified stock options to George
M. Sherman under the Company's 1987 Stock Option Plan at fair market value at
the close of business on that date ($28.875 per share), subject to approval by
a vote of a majority of the Company's shareholders. The Compensation Committee
approved this grant (see Report of Compensation Committee) on April 27, 1995.
Such options will be exercisable in full on April 27, 1999 (with no vesting
prior thereto except in the event of death) if Mr. Sherman is either an
employee of the Company or a member of its Board of Directors on such date,
and will remain exercisable until the earlier of April 27, 2005, or the first
anniversary of his death or his retirement from both the Company and its Board
of Directors.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS APPROVE THE OPTION
GRANT TO THE PRESIDENT AND CHIEF EXECUTIVE OFFICER. APPROVAL REQUIRES THE
AFFIRMATIVE VOTE OF A MAJORITY OF THE SHARES OF COMMON STOCK OF THE COMPANY
PRESENT, OR REPRESENTED, AND ENTITLED TO VOTE AT THE ANNUAL MEETING.
PROPOSAL 5.
AMENDMENT TO THE 1987 STOCK OPTION PLAN
The Company's 1987 Stock Option Plan (the "Plan") was approved by
shareholders at the 1987 Annual Meeting. An amendment to the Plan was approved
by the Board of Directors, subject to shareholder approval. The amendment (i)
increases the aggregate number of shares available for award under the Plan
from 3,600,000 to 5,000,000, (ii) increases the maximum number of shares which
may be issued to any individual under the Plan from 500,000 to 1,000,000
shares, (iii) extends the period for granting of awards under the Plan until
February 23, 2006, and (iv) allows limited transferability of options. The
text of the proposed amendment is set forth as Exhibit A to this Proxy
Statement.
PURPOSE OF THE PLAN
The Purpose of the Plan is to increase the ownership of the Company Common
Stock by those key employees who contribute to the continued growth,
development and financial success of the Company and its subsidiaries, and to
attract and retain such employees and reward them for the Company's
performance. The Plan permits grants of non-qualified stock options and stock
appreciation rights.
NUMBER OF SHARES
The Plan as amended, provides that 5,000,000 shares of Company Common Stock
will be available for awards to key employees in the form of non-qualified
stock options and stock appreciation rights, subject to adjustment to reflect
certain subsequent events relating to Common Stock such as stock dividends,
stock splits and share exchanges. The shares of the Company Common Stock
utilized in connection with the Plan may be either authorized but unissued
shares or shares acquired and held in the treasury of the Company. No more
than 1,000,000 shares may be issued to any individual with respect to awards
made under the Plan, as amended.
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ADMINISTRATIVE; ELIGIBILITY
The selection and the extent of participants in the plan will be determined
by the Board of Directors, which may delegate its authority to a committee
(the "Committee") consisting of at least two members of the Board of Directors
who are not eligible for awards. Key employees of the Company and its
subsidiaries who, in the opinion of the Committee, contribute to the growth,
development and financial success of the Company or its subsidiaries are
eligible for awards. In determining the size of the awards, the Committee will
take into account a participant's responsibility level, performance,
potential, cash compensation level and the fair market value of the Company
Common Stock at the time of the award as well as such other considerations as
it deems appropriate. The Board of Directors estimates that approximately 200
persons are eligible to receive awards under the Plan.
DURATION; EFFECTIVE DATE
The Plan has been effective since October 20, 1987, and options may be
granted under the Plan, as amended, until February 23, 2006.
NON-QUALIFIED STOCK OPTIONS
The Board of Directors or the Committee may grant a participant options
which are non-qualified under the Internal Revenue Code of 1986. The timing
and size of options awarded will be subject to guidelines adopted by the
Committee, which may in its discretion provide that an option may not be
exercised in whole or in part for any period or periods. Options may be
reacquired in the discretion of the Board of Directors or the Committee for
cash.
STOCK APPRECIATION RIGHTS
In the discretion of the Board of Directors or the Committee, any or all
optionees may be given the right at any time during the option period, to
surrender all or part of their options and to receive from the Company a
payment equal to the appreciation that they would have realized on shares of
stock had the related options been exercised and the option stock sold.
The amount payable by the Company upon exercise of a stock appreciation
right may be paid either in cash, in Company Common Stock or in a combination
thereof, as the Board of Directors of the Committee in its sole discretion
shall determine. However, the total number of shares which may be received
pursuant to a stock appreciation right may not exceed the total number of
shares subject to the related option. Shares to which a stock appreciation
right is related shall be used not more than once to calculate the amounts to
be received pursuant to an exercise of such right. The Board of Directors or
the Committee, may, in its sole discretion prohibit or limit the exercise of
stock appreciation rights for a period or periods as to determines to be in
the best interest of the Company and its stockholders.
STOCK OPTION AGREEMENTS
Non-qualified stock options will be evidenced by agreements approved by the
Board of Directors or the Committee, and a stock appreciation right will be
evidenced by an agreement incorporated in or amending the stock option
agreement to which the stock appreciation right relates. These agreements will
contain terms and conditions relating to medium of payment, number of shares,
option price (which will not be less than 85% of the fair market value of the
shares subject to the option on the date of grant), date of exercise,
repurchases, exercise in the event a participant ceases employment with the
Company, and other provisions that the Committee deems advisable.
SUBSTITUTE AWARDS
Non-qualified stock options and stock appreciation rights may be granted
under the Plan in substitution for similar awards held by employees of the
corporations who become or are about to become key employees of the
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Company as a result of a merger, acquisition of assets or stock, consolidation
or reorganization. The terms and conditions of the substitute awards may vary
from the terms and conditions of the Plan to such extent as the Committee at
the time of the grant may deem appropriate in order to conform, in whole or in
part, to provisions of awards in substitution for which they are granted.
However, no variation which materially extends the period for granting awards,
or materially modifies the requirements as to eligibility can be effected
without shareholder approval.
EFFECT OF MERGER OR ACQUISITION
If the Company is the surviving or resulting corporation in any merger,
acquisition of assets or stock, consolidation or reorganization, rights
granted under the Plan shall survive, and the Board of Directors shall make
any necessary determinations and adjustments to preserve the rights and
benefits of participants. If the Company is not the surviving or resulting
corporation in any such transaction, the successor corporation may, but shall
not be required to, assume the rights and obligations of the Company under the
Plan.
TRANSFERABILITY OF AWARDS
Awards under the Plan generally are not transferable and are not subject to
attachment or other legal process. However, the Plan as amended allows the
Committee, in its discretion, to provide that an option may be transferable to
members of an optionee's immediate family or to certain entities maintained
for the benefit of family members.
AMENDMENT OF PLAN
The Board of Directors may at any time and from any time alter, amend,
suspend, or discontinue the Plan, except no such action may be taken without
stockholder approval which materially increase the benefits to participants
under the Plan, materially increases the number of shares to be issued,
materially extends the period for granting awards, or materially modifies the
requirements as to eligibility. In addition, no such action may be taken which
adversely affects the rights of a participant under the Plan without his
consent.
FEDERAL INCOME TAX CONSEQUENCES
Under current law, there will be no federal income tax consequences to
either the optionee or the Company upon the grant of a non-qualified stock
option. An option holder who exercises a non-qualified stock option will
generally realize compensation taxable as ordinary income in an amount equal
to the difference between the option price and the fair market value of the
shares on the date of the exercise, and the Company will be entitled to a
deduction from income at the same time and in the same amount. The option
holder's basis in such shares will be their fair market value on the date of
exercise, and when he disposes of the shares he will generally recognize
capital gain or loss, either long-term or short-term, depending on the holding
period of the shares.
The grant of a stock appreciation right will not result in taxable income to
the option holder or a deduction to the Company. An option holder who
exercises a stock appreciation right will realize compensation taxable as
ordinary income in an amount equal to the cash or the fair market value of the
shares received on the date of exercise, and the Company generally will be
entitled to a deduction at the same time and in the same amount. The option
holder's basis in any share received will be equal to the amount of
compensation income recognized with respect to the exercise, and when he
disposes of the shares he will generally recognize capital gain or loss,
either long-term or short-term, depending on the holding period of the shares.
Generally, the Company is entitled to a deduction in the amount of the
income recognized by the option holder at the time an option or stock
appreciation right is exercised. Beginning in 1994, the Company's deductions
for an executive officer named in the proxy statement may be limited to the
extent compensation paid to such officer for any year exceeds $1 million.
However, an exception to this limit is provided with respect to options and
stock appreciation rights granted at fair market value under a plan that is
approved by shareholders
14
<PAGE>
and administered by outside directors who satisfy certain conditions imposed
by proposed regulations issued by the Internal Revenue Service, provided the
plan limits the maximum number of shares that may be issued to any individual.
If the Company's shareholders approve the proposed amendment of the Plan, it
is expected that the requirements of this exception will be satisfied for
options and stock appreciation rights granted at fair market value under the
Plan.
The Internal Revenue Service has ruled that an employee who allows a stock
appreciation right to expire, other than as a result of exercising the related
option, will have taxable income in the year of expiration equal to the amount
of cash or the fair value of stock which he would have received if he had
exercised his stock appreciation right.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS APPROVE THE
AMENDMENT TO THE 1987 STOCK OPTION PLAN. APPROVAL REQUIRES THE AFFIRMATIVE
VOTE OF THE HOLDERS OF A MAJORITY OF THE SHARES OF COMMON STOCK OF THE COMPANY
PRESENT, OR REPRESENTED, AND ENTITLED TO VOTE AT THE ANNUAL MEETING.
OTHER MATTERS
The management of the Company is not aware of any other business that may
come before the meeting. However, if additional matters properly come before
the meeting, proxies will be voted at the discretion of the proxy holders.
SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the 1997 Annual Meeting of
Shareholders of the Company must be received by the Company at its principal
executive offices, Danaher Corporation, 1250 24th Street, N.W., Washington,
D.C. 20037, no later than November 27, 1996 for inclusion in the Proxy
Statement and Proxy relating to the 1997 Annual Meeting of Shareholders.
By Order of the Board of Directors
/s/ Patrick W. Allender
Patrick W. Allender
Secretary
Dated: March 30, 1996
COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 1995 MAY BE OBTAINED, WITHOUT CHARGE, BY WRITING TO THE COMPANY.
15
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EXHIBIT A
AMENDMENT TO DANAHER CORPORATION 1987 STOCK OPTION PLAN
RESOLVED that, as recommended and declared advisable by the Board of
Directors, the Company's 1987 Stock Option Plan be amended as follows:
1. By striking out SECTION FIVE in its entirety and substituting in lieu
thereof the following:
SECTION FIVE. GRANT OF AWARDS AND LIMITATION OF NUMBER OF SHARES OF STOCK
AWARDED.
The Board or the Committee may, from time to time, grant Awards of Stock to
one or more Eligible Employees; provided that (i) subject to any adjustment
pursuant to Section Eleven or Twelve, the aggregate number of shares of Stock
subject to awards under this Plan may not exceed 5,000,000 shares; (ii) to the
extent that an Award lapses or the rights of the Participant to whom it was
granted terminate, any shares of Stock subject to such Awards shall again be
available for the grant of an award hereunder; and (iii) shares ceasing to be
subject to an award because of the exercise of a Non-qualified Stock Option
and Stock Appreciation Right shall no longer be available for the grant of an
Award hereunder and (iv) no Eligible Employee shall receive an Award or Awards
under this Plan for, in the aggregate, more than 1,000,000 shares. In
determining the size of awards, the Board or the Committee may take into
account a Participant's responsibility level, performance, potential, cash
compensation level, the Fair Market Value of the Stock at the time of Awards
and such other considerations as it deems appropriate.
2. By striking out subsection B of SECTION THREE in its entirety and
substituting in lieu thereof the following:
B. Period for Grants of Awards. Awards may be made as provided herein until
February 23, 2006.
3. By adding the following paragraph to the end of subsection A of SECTION
FOURTEEN:
Notwithstanding the preceding paragraph, effective November 15, 1995, the
Committee may, at its discretion, expressly provide that an option, whether
granted before or after November 15, 1995, may be transferred to (i) members
of the immediate family of the optionee (children, grandchildren, or spouse);
(ii) trusts for the benefit of such family members; or (iii) partnerships
whose only partners are such family members. No consideration may be paid for
any such transfer of options.
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DANAHER CORPORATION
PROXY FOR 1996
ANNUAL MEETING OF SHAREHOLDERS--MAY 15, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF DANAHER
CORPORATION
The undersigned acknowledges receipt of the Proxy Statement and Notice, dated
March 30, 1996, of the Annual Meeting of Shareholders and hereby appoints
Steven M. Rales and Mitchell P. Rales, and each of them, with full power of
substitution, the attorneys, agents and proxies of the undersigned, to act for
and in the name of the undersigned and to vote all the shares of Common Stock
of the undersigned which the undersigned is entitled to vote at the Annual
Meeting of Shareholders of Danaher Corporation (the "Company") to be held May
15, 1996, and at any adjournment or adjournments thereof, for the following
matters:
Proxies will be voted in the manner directed herein by the undersigned. IF NO
DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2, 3, 4 and 5.
PLEASE SIGN AND DATE ON THE REVERSE SIDE.
1. ELECTION OF DIRECTORS Nominees Messrs. Mitchell P. Rales, George M. Sherman
and A. Emmet Stephenson, Jr. to serve in the class of
directors with a term expiring in 1999.
WITHHOLD
FOR AUTHORITY To withhold authority to vote for an individual
all FOR ALL Nominee, write that Nominee's name on the line below.
Nominees NOMINEES
[_] [_] ------------------------------------------------------
<PAGE>
2. APPROVAL OF APPOINTMENT OF AUDITORS
[_] FOR [_] AGAINST [_] ABSTAIN
3. APPROVAL OF PERFORMANCE GOALS FOR 1996 BONUS TO COMPANY EXECUTIVE OFFICERS
[_] FOR [_] AGAINST [_] ABSTAIN
4. APPROVAL OF OPTION GRANT TO PRESIDENT AND CHIEF EXECUTIVE OFFICER
[_] FOR [_] AGAINST [_] ABSTAIN
5. APPROVAL OF AMENDMENT OF THE 1987 STOCK OPTION PLAN
[_] FOR [_] AGAINST [_] ABSTAIN
6. IN THEIR DISCRETION on any other matter which may properly come before the
meeting, including any adjournment thereof.
Dated: __________________ , 1996
________________________________
________________________________
Signature of Shareholder(s)
Please sign, date and promptly return this proxy in the enclosed envelope. No
postage is required if mailed in the United States. Please sign exactly as your
name appears in the space on the left. If stock is registered in more than one
name, each holder should sign. When signing as an attorney, administrator,
executor, guardian or trustee, please add your title as such. If executed by a
corporation, the proxy must be signed by a duly authorized officer, and his
title should appear next to his signature.)
PLEASE MARK YOUR CHOICE LIKE THIS [X] IN BLUE OR BLACK INK
