<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] 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)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] 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.
[_] 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:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
<PAGE>
DANAHER CORPORATION
1250 24th Street, N.W.
Washington, D.C. 20037
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 2, 2000
To the Shareholders:
Notice is hereby given that the 2000 Annual Meeting of Shareholders of
Danaher Corporation, a Delaware corporation (the "Company"), will be held at the
Washington Monarch Hotel, 2401 M Street, NW, Washington, D.C. 20037, on May 2,
2000 at 3:00 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, 2000.
3. 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 17, 2000 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 29, 2000
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
2000 ANNUAL MEETING OF SHAREHOLDERS
MAY 2, 2000
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 2000 Annual Meeting of Shareholders
("Annual Meeting") to be held at the Washington Monarch Hotel on May 2, 2000 at
3:00 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 29, 2000. 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; 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 17, 2000 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.
1
<PAGE>
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
17, 2000, the record date for determining the shareholders of the Company
entitled to vote at the Annual Meeting, 141,349,860 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 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 majority of the shares of the
Company's Common Stock cast at the Annual Meeting in person or by proxy.
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.
BENEFICIAL OWNERSHIP OF COMPANY COMMON STOCK BY
DIRECTORS, OFFICERS AND PRINCIPAL SHAREHOLDERS
As of March 17, 2000, the beneficial ownership of Company Common Stock by
directors and the nominees 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:
2
<PAGE>
<TABLE>
<CAPTION>
Number of Shares Percent
Name Beneficially Owned** Of Class
- ---- ---------------------- ---------
<S> <C> <C>
Mortimer M. Caplin.......... 195,748 (9) *
Donald J. Ehrlich........... 60,000 (7) *
Walter G. Lohr, Jr.......... 168,000 (8) *
Mitchell P. Rales........... 45,077,264 (1) 31.1%
Steven M. Rales............. 45,077,264 (1) 31.1%
George M. Sherman........... 3,529,088 (4) 2.4%
Alan G. Spoon............... 4,000(13) *
A. Emmet Stephenson, Jr. 212,120 (2) *
Patrick W. Allender......... 570,804 (6) *
H. Lawrence Culp, Jr........ 114,939 (5) *
James H. Ditkoff............ 253,949 (3) *
Steven E. Simms............. 171,137(10) *
FMR Corp.................... 9,963,665(11) 6.9%
All executive officers and
directors as a group
(includes 22 persons) 50,828,773 (1)(2)(12) 35.1%
</TABLE>
(1) The aggregate holdings for Steven and Mitchell Rales include (I) all of the
40,064,888 shares of Company Common Stock owned by Equity Group Holdings
LLC, Equity Group Holdings II LLC, and Equity Group Holdings III LLC, of
which Steven Rales and Mitchell Rales are the only members, and (ii)
2,509,353 and 2,503,023 shares of Company Common Stock owned directly or
through the Danaher 401(k) Plan by Steven Rales and Mitchell Rales,
respectively. Steven and Mitchell Rales each disclaim beneficial ownership
of those shares of Company Common Stock that are owned directly or through
the Danaher 401(k) Plan by the other. Their business address, and that of
Equity Group Holdings LLC, Equity Group Holdings II LLC, and Equity Group
Holdings III LLC, is 1250 24th Street, N.W., Washington, D.C. 20037.
(2) Includes 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. Mr. Stephenson has the option to acquire 16,000
shares of Company stock.
(3) Mr. Ditkoff has the option to acquire 31,100 shares of Company Common
Stock. Includes shares held by family members and family trusts of which
Mr. Ditkoff disclaims beneficial ownership.
(4) Mr. Sherman has the option to acquire 2,000,000 shares of Company Common
Stock. Includes shares held by Sherman Investors Limited Partnership, a
partnership for the benefit of his family. Mr. Sherman controls the general
partner.
(5) Mr. Culp has the option to acquire 114,000 shares of Company Common Stock.
3
<PAGE>
(6) Mr. Allender has the option to acquire 334,000 shares of Company Common
Stock. Includes shares held by family members and a family limited
partnership of which Mr. Allender disclaims beneficial ownership.
(7) Mr. Ehrlich has the option to acquire 16,000 shares of Company Common
Stock.
(8) Mr. Lohr has the option to acquire 16,000 shares of Company Common Stock.
(9) Mr. Caplin has the option to acquire 12,000 shares of Company Common Stock.
(10) Mr. Simms has the option to acquire 168,400 shares of Company Common Stock.
(11) FMR Corp.'s address is 82 Devonshire Street, Boston, MA 02109.
(12) Includes 2,986,470 shares underlying options exercisable within 60 days.
(13) Mr. Spoon has the option to acquire 2,000 shares of Company
Common Stock.
* Represents less than 1% of the outstanding Company Common Stock.
** All options are exercisable within 60 days and shares underlying
such options are included in the table.
Apart from Steven M. Rales, Mitchell P. Rales and FMR Corp., the Company knows
of no other person that beneficially owns 5% or more of its Common Stock.
4
<PAGE>
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 eight. At the 2000 Annual Meeting of Shareholders,
shareholders will elect three directors to serve until the 2003 Annual Meeting
of Shareholders and until their successors are duly elected and qualified. The
Board of Directors has nominated Messrs. Mortimer M. Caplin, Donald J. Ehrlich
and Walter G. Lohr, Jr. to serve as directors in the class whose term expires in
2003. Messrs. Mitchell P. Rales, George M. Sherman and A. Emmet Stephenson, Jr.
will continue to serve as directors in the class whose term expires in 2002.
Messrs. Steven M. Rales and Alan G. Spoon will continue to serve as directors
until their terms expire in 2001.
The names of the nominees 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 a 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.
5
<PAGE>
NOMINEES FOR ELECTION AT THIS YEAR'S ANNUAL MEETING
TO SERVE IN THE CLASS WHOSE TERM EXPIRES IN 2003
<TABLE>
<CAPTION>
Director Term
Name Age Principal Occupation Since Expires
- ---- --- ------------------------- ----------- --------------
<S> <C> <C> <C> <C>
Mortimer M.Caplin(a,c) 83 Senior Member of Caplin 1990 2003
& Drysdale, a law firm in
Washington, D.C., for over
five years; Director of
Fairchild Corporation and
Presidential Realty Corporation.
Donald J. Ehrlich(a,c) 62 President, Chairman and 1985 2003
Chief Executive Officer of
Wabash National Corp. for
over five years; Director
of Indiana Secondary Market
for Educational Loans,
Inc. and INB National Bank,
N.W.
Walter G. Lohr, Jr.(c,e) 56 Partner of Hogan & Hartson, 1983 2003
a law firm in Baltimore,
Maryland, for over 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>
Mitchell P. Rales (b,d,e) 43 Chairman of the Executive 1983 2002
Committee of the Company
since 1990; during the past
five years he has been a
principal in a number of
private business entities with
interests in manufacturing
companies, media operations
and publicly traded securities;
Director of Imo Industries Inc.
George M. Sherman (d,e) 58 President and Chief 1990 2002
Executive Officer of
the Company since
1990; Director of
Campbell Soup Company.
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Director Term
Name Age Principal Occupation Since Expires
- ---- --- ------------------------- ----------- --------------
<S> <C> <C> <C> <C>
A.Emmet Stephenson,Jr.(a) 54 Chairman of StarTek, Inc. 1986 2002
for more than five years;
President of Stephenson
and Co., a private
investment firm in Denver,
Colorado for more than five
years.
Alan G. Spoon (a) 48 President of the Washington 1999 2001
Post Company; Director of
American Management Systems,
Inc., Human Genome Sciences,
Inc. and Ticketmaster Online-
CitySearch, Inc.
Steven M. Rales (b,d,e) 48 Chairman of the Board of the 1983 2001
Company since 1984; during
the past five years he has
been a principal in a number
of private business entities
with interests in
manufacturing companies,
media operations and publicly
traded securities; Director
of Imo Industries Inc.
</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.
(d) Member of the Executive Committee of the Board of Directors.
(e) Member of the Finance Committee of the Board of Directors.
THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
The Board of Directors had a total of six meetings during 1999. 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 1999.
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 twice in 1999.
7
<PAGE>
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 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 twice during 1999.
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 twice in 1999.
The Finance Committee was formed in December, 1999 to oversee the financial
affairs and policies of the Company including matters relating to the Company's
capital structure and the policies and practices relating to the Company's
retirement and pension plans. The Finance Committee did not meet in 1999.
The Company has no Nominating Committee of its Board of Directors.
8
<PAGE>
EXECUTIVE OFFICERS OF THE REGISTRANT
------------------------------------
<TABLE>
<CAPTION>
Executive Officers of the Company are:
Officer
Name Age Position Since
---- ----- ------------------------------- -------
<S> <C> <C> <C>
Steven M. Rales 48 Chairman of the Board 1984
Mitchell P. Rales 43 Chairman of the Executive
Committee 1984
George M. Sherman 58 Chief Executive Officer,
President and Director 1990
Patrick W. Allender 53 Executive Vice President,
Chief Financial Officer
and Secretary 1987
H. Lawrence Culp, Jr. 36 Executive Vice President 1995
Brian M. McNeill 40 Executive Vice President 1999
Steven E. Simms 44 Executive Vice President 1996
William J. Butler 44 Vice President and Group
Executive 1999
Dennis D. Claramunt 54 Vice President and Group
Executive 1994
Thomas S. Gross 45 Vice President and Group
Executive 1999
Elmar F. Illek 49 Vice President and Group
Executive 1999
Daniel L. Comas 35 Vice President-Corporate
Development 1996
Mark C. DeLuzio 42 Vice President-Danaher
Business System 1996
James H. Ditkoff 53 Vice President-Finance and Tax 1991
Dennis A. Longo 43 Vice President-Human
Resources 1997
Christpher C. McMahon 37 Vice President-Controller 1999
Uldis K. Sipols 49 Vice President- Procurement 1999
</TABLE>
Steven M. Rales has served as Chairman of the Board since January 1984. In
addition, during the past five years he has been a principal in a number of
private business entities with interests in manufacturing companies, media
operations and publicly traded securities. He is also a director of Imo
Industries, Inc.
9
<PAGE>
Mitchell P. Rales has served as a director of the Company since January
1984. In addition, during the past five years he has been a principal in a
number of private business entities with interests in manufacturing companies,
media operations and publicly traded securities. He is also a director of Imo
Industries, Inc.
George M. Sherman has served as President and Chief Executive Officer and a
director of the Company since February 1990. He is also a director of Campbell
Soup Company.
Patrick W. Allender has served as Chief Financial Officer of the Company
since March, 1987 and was appointed Executive Vice President and Chief Financial
Officer in 1999.
H. Lawrence Culp, Jr. was appointed Executive Vice President in 1999. He
has served in general management positions within the Company for more than the
past five years.
Brian M. McNeill was appointed Executive Vice President in 1999. He had
previously served Ingersoll-Rand Corporation, most recently as President,
Architectural Hardware.
Steven E. Simms was appointed Executive Vice President in 1999. He joined
the Company in 1996 as Vice President and Group Executive, and had previously
served Black & Decker, most recently as President - Worldwide Accessories
Business.
William J. Butler was appointed Vice President and Group Executive in 1999.
He has served in general management positions within the Company for more than
the past five years.
Dennis D. Claramunt was appointed Vice President and Group Executive in
1994.
Thomas S. Gross was appointed Vice President and Group Executive in 1999.
He had previously served Xycom Automation Inc. as President, and prior to
joining Xycom in 1998, he served Allen-Bradley/Rockwell Automation in various
management positions.
Elmar F. Illek was appointed Vice President and Group Executive in November
1999. He joined the Company in March 1999 as President- Dr. Bruno Lange, and
had previously served WTW GmbH as Chairman of the Management Board.
10
<PAGE>
Daniel L. Comas was appointed Vice President-Corporate Development in 1996.
He has served the Company in an executive capacity in the corporate development
area for more than the past five years.
Mark C. DeLuzio was appointed Vice President-Danaher Business Systems (DBS)
in 1996. He has served the Company as Director-DBS and in financial and
operating positions with Jacobs Vehicle Systems, Inc. for more than the past
five years.
James H. Ditkoff has served as Vice President-Finance and Tax since
January, 1991.
Dennis A. Longo was appointed Vice President-Human Resources in 1997. He
has served the Company as a human resources executive for more than the past
five years.
Christopher C. McMahon was appointed Vice President-Controller in 1999. He
has served in financial management positions within the Company for more than
the past five years.
Uldis K. Sipols was appointed Vice President- Procurement in 1999. He had
previously served AMP, Inc. as Vice President, Global Procurement, and before
joining AMP in 1997 held various procurement management positions with Ford
Motor Company.
11
<PAGE>
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 executive officers of the Company who, in addition to the Chief
Executive Officer, received the highest compensation during 1999.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
-------------------
AWARDS
ANNUAL COMPENSATION
- ----------------------------------------------------------------------------------------------------------------------
(a) (b) (C) (d) (e) (f) (g) (h)
Other Restricted Securities All Other
Name and Annual Stock Underlying Compensation(2)
Principal Salary Bonus Compensation Awards(1) Options ($)
Position Year ($) ($) ($) ($) (#)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
George M. Sherman 1999 675,000 1,550,000 - - - $69,000
President and CEO 1998 675,000 1,625,000 - - - 87,000
1997 675,000 1,457,500 - - 1,200,000 61,000
- ----------------------------------------------------------------------------------------------------------------
Patrick W. Allender 1999 352,500 441,000 - - 22,000 $29,000
Executive Vice President 1998 317,000 380,000 - - - 22,000
and CFO 1997 296,000 325,000 - - 200,000 22,000
- ----------------------------------------------------------------------------------------------------------------
Steven E. Simms 1999 324,000 340,000 - - 20,000 $17,000
Executive Vice President 1998 298,000 240,000 - - - 22,000
1997 280,000 200,000 - - 170,000 22,000
- ----------------------------------------------------------------------------------------------------------------
H. Lawrence Culp, Jr. 1999 315,000 340,000 - - 20,000 $14,000
Executive Vice President 1998 264,000 232,000 - - - 22,000
1997 217,000 180,000 - - 170,000 22,000
- ----------------------------------------------------------------------------------------------------------------
James H. Ditkoff 1999 223,000 205,000 - - 6,000 $10,000
Vice President - 1998 213,000 195,000 - - 7,500 22,000
Finance and Tax 1997 204,000 175,000 - - 12,000 22,000
================================================================================================================
</TABLE>
(1) Mr. Sherman received a grant of 800,000 shares in 1990 ; 400,000 have been
issued and 400,000 are deferred until retirement. Issued shares
participate in dividends ($24,000 in 1999, $22,000 in 1998 and $20,000 in
1997) on a non-preferential basis. The value of the 800,000 shares at
December 31, 1999 was $38,600,000.
(2) Includes contributions to the Company's 401(k) and executive retirement
plans and financial consulting fees for all individuals; in the case of Mr.
Sherman, it also includes supplemental term life insurance ($ 22,000 for
1999) and financial consulting fees ($ 37,000 for 1999).
12
<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
Individual Grants Stock Price Appreciation for
Option Term (3)
- ----------------------------------------------------------------------------------------------------------------
(a) (b) (C) (d) (e) (f) (g) (h)
No. of % of Total
Securities Options Exercise
underlying Granted to or Base
Options/SAR Employees in Price Expiration
Name S Fiscal Year ($/Sh)(2) Date 0%($) 5%($) 10%($)
Granted
(#) (1)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Patrick W.Allender 22,000 2.6% 49.1875 12-2-09 0 680,000 1,725,000
H. Lawrence Culp, Jr. 20,000 2.3% 49.1875 12-2-09 0 619,000 1,568,000
Steven E. Simms 20,000 2.3% 49.1875 12-2-09 0 619,000 1,568,000
James H. Ditkoff 6,000 0.7% 49.1875 12-2-09 0 186,000 470,000
================================================================================================================
</TABLE>
(1) Options become exercisable ratably over five years.
(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.
13
<PAGE>
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 1999 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, 1999.
<TABLE>
<CAPTION>
Number of Securities
Shares Underlying Unexercised Value of Unexercised
Acquired on Value Options at FY-End (#) In-the-Money
Name Exercise Realized Exercisable/ Options at FY-End($)
# $ Unexercisable Exercisable/
Unexercisable
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
George M. Sherman -0- -0- 2,480,000 /(1)/ 1,320,000 /(1)/ 103,505,000 35,407,500
- --------------------------------------------------------------------------------------------------------------------
Patrick W. Allender 6,000 376,000 388,000 /(2)/ 248,000 /(2)/ 15,030,000 5,589,500
- --------------------------------------------------------------------------------------------------------------------
H. Lawrence Culp, Jr. 20,000 1,190,000 114,000 210,000 4,039,000 4,716,000
- --------------------------------------------------------------------------------------------------------------------
Steven E. Simms -0- -0- 128,400 275,600 3,863,000 6,719,000
- --------------------------------------------------------------------------------------------------------------------
James H. Ditkoff 30,000 1,739,000 75,100 24,400 2,735,000 296,000
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Includes options to acquire 80,000 shares transferred in trust to
family members. Mr. Sherman disclaims beneficial ownership of these
options.
(2) Includes options to acquire 250,000 shares held by family limited
partnerships.
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 $49.1875 (fair market value at date of grant) per share was made to these
directors.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT
Pursuant to the terms of termination agreements between the Company and Mr.
Sherman, if the Company were to terminate his employment without cause, as
defined therein, Mr. Sherman's salary and benefits would continue for an
additional 24 months. See "Report of the Compensation Committee of the Board of
Directors on Executive Compensation" for further discussion of Mr. Sherman's
contract.
14
<PAGE>
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 A. Emmet
Stephenson, Jr., Mortimer M. Caplin, Alan G. Spoon 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.
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), working
capital management (working capital turnover) and economic value added. 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
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<PAGE>
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.
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 800,000 shares of restricted
stock (see Summary Compensation Table) and an option to acquire 2,000,000 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 1999. The Committee assessed their performance in light of the targets
referenced above, which were substantially exceeded, and awarded to executives
(other than the operating level Executive Vice Presidents and Group Executives)
total incentive compensation payments of $2,810,000 for 1999. For the years
2000-2002, the Committee has established a maximum bonus payment of up to
$2,500,000 per executive. The Company's
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shareholders approved the performance goals for these periods, which are
applicable to all of the Company's executive officers (other than the operating
level Executive Vice Presidents and Group Executives) at the 1998 annual
meeting.
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 1998-2002 incentive compensation
to executive officers (other than the operating level Executive Vice Presidents
and 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 1998-2002 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 approved the material terms used for calculating the
1998-2002 bonus awards for the Company's executive officers, other than Group
Executives, at the 1998 annual meeting.
COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
A. Emmet Stephenson, Jr.
Mortimer M. Caplin
Donald J. Ehrlich
Alan G. Spoon
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
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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, 1999 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, 1994 in the Company's
Common Stock and in each of the above indices with reinvestment of dividends.
<TABLE>
<CAPTION>
12/94 12/95 12/96 12/97 12/98 12/99
<S> <C> <C> <C> <C> <C> <C>
Danaher Corporation 100.0 121.9 179.3 243.3 419.2 372.8
S&P 500 INDEX 100.0 137.5 169.1 225.5 289.9 350.9
S&P Manufacturing Index 100.0 140.8 187.8 258.6 317.2 355.3
</TABLE>
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,
and from the firm of Hogan & Hartson, of which Mr. Lohr, a Director, is a
partner. The amount of such fees for 1999 was less than five-percent of each
firm's gross revenues. These transactions, which are conducted on an arms length
basis, are not material, either individually or in the aggregate.
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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
2000. 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 2000.
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 2001 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 26, 2000 for inclusion in the Proxy Statement and
Proxy relating to the 2001 Annual Meeting of Shareholders. Shareholder
proposals submitted other than pursuant to Rule 14(a)-8 under the Securities
Exchange Act are considered untimely if received after February 13, 2001.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Patrick W. Allender
PATRICK W. ALLENDER
Secretary
Dated: March 29, 2000
COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER
31, 1999 MAY BE OBTAINED, WITHOUT CHARGE, BY WRITING TO THE COMPANY.
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DANAHER CORPORATION
PROXY FOR 2000
ANNUAL MEETING OF SHAREHOLDERS -- MAY 2, 2000
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 29, 2000, 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 2, 2000, 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 AND 3. PLEASE SIGN AND DATE ON THE REVERSE SIDE.
1. ELECTION OF DIRECTORS
Nominee Messrs. Mortimer M. Caplin,
Donald J. Ehrlich and Walter G. Lohr, Jr.
to serve as directors with a term expiring
in 2003.
To withhold authority to vote for
an individual Nominee, write that
Nominee's name on the line below.
WITHHOLD
AUTHORITY
FOR all Nominees for all nominees
[ ] [ ] ____________________________
2. APPROVAL OF APPOINTMENT OF AUDITORS
[ ] For [ ] Against [ ] Abstain
3. IN THEIR DISCRETION on any other matter which may properly come
before the meeting, including any adjournment thereof.
Dated:__________________, 2000
_______________________________
_______________________________
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 [ ] IN BLUE OR BLACK INK
