DANAHER 2018 PROXY STATEMENT

DANAHER CORPORATION

2200 Pennsylvania Avenue, N.W., Suite 800W

Washington, D.C. 20037-1701

March 28, 2018ITEMS OF BUSINESS

WHO CAN VOTE

Shareholders of Danaher Common Stock at the close of business on March 8, 2021. YOUR VOTE IS IMPORTANT. PLEASE SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS AT YOUR EARLIEST CONVENIENCE, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING.

A list of shareholders of record will be available during the meeting for inspection by shareholders of record for any legally valid purpose related to the annual meeting at the meeting center site at www.virtualshareholdermeeting.com/DHR2021.

DATE OF MAILING

We intend to mail the Notice Regarding the Availability of Proxy Materials (“Notice of Internet Availability”), or the Proxy Statement and proxy card as applicable, to our shareholders on or about March 25, 2021.

By order of the Board of Directors,

JAMES F. O’REILLY

Vice President, AssociateDeputy General Counsel and Secretary

MAY 5, 2021   3:00 p.m. Eastern Time Place There is no physical location for Danaher’s 2021 Annual Meeting. Shareholders may instead attend virtually at www.virtualshareholdermeeting.com/DHR2021. REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF THE FOLLOWING WAYS:   VIA THE INTERNET Visit the website listed on your Notice of Internet Availability, proxy card or voting instruction form   BY TELEPHONE Call the telephone number on your proxy card or voting instruction form   BY MAIL Sign, date and return your proxy card or voting instruction form in the enclosed envelope   Please refer to the enclosed proxy materials or the information forwarded by your bank, broker, trustee or other intermediary to see which voting methods are available to you. 2018 ANNUAL MEETING OF SHAREHOLDERS PROXY STATEMENT TABLE OF CONTENTS   ATTENDING THE MEETING To attend the virtual meeting, you will need to enter the 16-digit control number included on your proxy card, Notice of Internet Availability of Proxy Materials or voting instruction form.     2021 PROXY STATEMENTII Page PROXY STATEMENT SUMMARY i PROPOSAL 1 – ELECTION OF DIRECTORS OF DANAHER 1 CORPORATE GOVERNANCE 7 DIRECTOR COMPENSATION 12 DIRECTOR INDEPENDENCE AND RELATED PERSON TRANSACTIONS 15 BENEFICIAL OWNERSHIP OF DANAHER COMMON STOCK BY DIRECTORS, OFFICERS AND PRINCIPAL SHAREHOLDERS 17 PROPOSAL 2 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 19 AUDIT COMMITTEE REPORT 21 COMPENSATION DISCUSSION AND ANALYSIS 22   Page COMPENSATION COMMITTEE REPORT 35 COMPENSATION TABLES AND INFORMATION 36 SUMMARY OF EMPLOYMENT AGREEMENTS AND PLANS 49 PROPOSAL 3 – ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION 54 PROPOSAL 4 – SHAREHOLDER PROPOSAL REQUESTING THAT DANAHER AMEND ITS GOVERNING DOCUMENTS TO REDUCE THE PERCENTAGE OF SHARES REQUIRED FOR SHAREHOLDERS TO CALL A SPECIAL MEETING OF SHAREHOLDERS FROM 25% TO 10% 55 GENERAL INFORMATION ABOUT THE ANNUAL MEETING 56 OTHER INFORMATION 59   Important Notice IMPORTANT NOTICERegarding the Availability of Proxy Materials for the Shareholder Meeting to be held on May 8, 2018.5, 2021. This Proxy Statement and the accompanying Annual Report are available free of charge at: www.edocumentreview.com/DHRhttps://materials.proxyvote.com/235851 or investors.danaher.com/annual-report-and-proxy.annual-report-and-proxy. PROXY STATEMENT SUMMARY 04 PROPOSAL 1 – ELECTION OF DIRECTORS OF DANAHER 13 CORPORATE GOVERNANCE 19 DIRECTOR COMPENSATION 28 DIRECTOR INDEPENDENCE AND RELATED PERSON TRANSACTIONS 30 BENEFICIAL OWNERSHIP OF DANAHER COMMON STOCK BY DIRECTORS, OFFICERS AND PRINCIPAL SHAREHOLDERS 32 PROPOSAL 2 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 34 AUDIT COMMITTEE REPORT 36 COMPENSATION DISCUSSION AND ANALYSIS 37 COMPENSATION COMMITTEE REPORT 52 COMPENSATION TABLES AND INFORMATION 53 SUMMARY OF EMPLOYMENT AGREEMENTS AND PLANS 69 PROPOSAL 3 – ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION 76 PROPOSAL 4 – SHAREHOLDER PROPOSAL REQUESTING THAT DANAHER AMEND ITS GOVERNING DOCUMENTS TO REDUCE PERCENTAGE OF SHARES REQUIRED FOR SHAREHOLDERS TO CALL SPECIAL MEETING OF SHAREHOLDERS FROM 25% TO 10% 78 GENERAL INFORMATION ABOUT THE ANNUAL MEETING 80 OTHER INFORMATION 84 Back to Contents PROXY STATEMENT SUMMARY To assist you in reviewing the proposals to be acted upon at our 20182021 Annual Meeting, below is summary information regarding the meeting, each proposal to be voted upon at the meeting and Danaher Corporation’s business performance, corporate governance, sustainability program and executive compensation. The following description is only a summary.summary and does not contain all of the information you should consider before voting. For more information about these topics, please review Danaher’s Annual Report on Form10-K for the year ended December 31, 20172020 and the complete Proxy Statement. In this Proxy Statement, the terms “Danaher” or the “Company” refer to Danaher Corporation, Danaher Corporation and its consolidated subsidiaries or the consolidated subsidiaries of Danaher Corporation, as the context requires. All financial data in this Proxy Statement refers to continuing operations unless otherwise indicated.   20182021 Annual Meeting of Shareholders DATE AND TIME: May 8, 2018, 3:00 p.m. local time TIME AND DATE LOCATION RECORD DATE 3:00 p.m. Eastern time Wednesday, May 5, 2021 www.virtualshareholdermeeting.com/DHR2021 March 8, 2021 PLACE: Park Hyatt Washington, 1201 24th Street, NW, Washington, D.C. RECORD DATE: March 12, 2018 Voting Matters   Proposal Description Board Recommendation PROPOSAL 1 – DESCRIPTION BOARD RECOMMENDATION  Proposal 1:Election of directors (page 1) 13) We are asking our shareholders to elect each of the eleventwelve directors identified below to serve until the 20192022 Annual Meeting of shareholders. üFOR FOR each nominee ProposalPROPOSAL 2 – 2:Ratification of the appointment of the independent registered public accounting firm (page 19) (page 34) We are asking our shareholders to ratify our Audit Committee’s selection of Ernst & Young LLP (“E&Y”) to act as the independent registered public accounting firm for Danaher for 2018.2021. Although our shareholders are not required to approve the selection of E&Y, our Board believes that it is advisable to give our shareholders an opportunity to ratify this selection. üFOR FOR ProposalPROPOSAL 3 – 3:Advisory vote to approve named executive officer compensation (page 54) (page 76) We are asking our shareholders to cast anon-binding, advisory vote on the compensation of the executive officers named in the Summary Compensation Table (the “named executive officers” or “NEOs”). In evaluating this year’s “say on pay” proposal, we recommend that you review our Compensation Discussion and Analysis, which explains how and why the Compensation Committee of our Board arrived at its executive compensation actions and decisions for 2017. 2020. üFOR FOR Proposal 4:PROPOSAL 4 – Shareholder proposal (page 55) (page 78) You are being asked to consider a shareholder proposal requesting that Danaher’s Board of DirectorsDanaher amend its governing documents to reduce the percentage of shares required for shareholders to call a special meeting of shareholders from 25% to 10%. AGAINST

O AGAINST

Please see the sections titled “General Information About the Meeting” and “Other Information” beginning on page 5680 for important information about the proxy materials, voting, the Annual Meeting, Company documents, communications and the deadlines to submit shareholder proposals and director nominations for next year’s annual meeting of shareholders.

 

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Back to Contents

Business Highlights

2020 Performance

 

COVID-19 RESPONSE

The COVID-19 pandemic posed an unprecedented challenge to our business in 2020, and in response we have focused on the health and well-being of our associates, mitigating disruptions to our businesses and deploying the full breadth of our portfolio in the fight against the virus:

Developed and Implemented a Pandemic Response Plan

To mitigate disruptions to our business, we developed and implemented a Pandemic Response Plan which builds upon our businesses’ existing business continuity plans. The Pandemic Response Plan leverages CDC and WHO guidance to establish a flexible framework within which our operating companies have the discretion to act according to local needs, regulatory guidance and requirements, while mandating certain Company-wide policies where appropriate.

Provided Crucial Support in the Fight Against COVID-19

Danaher’s businesses have stepped up to provide crucial support in the fight against COVID-19:

•	As of March 1, 2021, our businesses have collectively enabled or produced approximately 100 million COVID-19-related diagnostic tests.
•	Healthcare providers are using Beckman Coulter’s antibody serology test to diagnose COVID-19 immune status, supporting both individual health decisions as well as population-based immunity monitoring.
•	Radiometer’s point-of-care blood gas analyzers have been critical tools for emergency rooms dealing with surges of infected patients.
•	Pall’s and Cytiva’s bioprocessing products are being used in a significant number of the COVID-19 related vaccine and therapeutic projects underway globally as of March 1, 2021.

DANAHER2018 PROXY STATEMENT      iSupporting Our Associates

We launched a global Employee Assistance Program in March 2020 to ensure a consistent support structure for mental health and well-being across the Company and expanded the program over the course of 2020 to provide enhanced support with respect to childcare, eldercare and tutoring, among other areas. In the U.S., we have provided benefits beyond the requirements of the Families First Act, for example by extending our leave policy to cover elder care and providing for voluntary leaves even in certain circumstances not required by the law. We have implemented safety precautions on a facility-specific basis, such as work-from-home requirements where feasible and in many cases staggered work shifts, restricted work zones and daily temperature screenings. The results of our 2020 Associate Engagement Survey validate the impact of these efforts: 88% of surveyed associates felt satisfied with Danaher’s efforts to care for associates during the pandemic, while 93% of surveyed associates agreed that their leaders took actions to maintain a safe work environment.

BUSINESS PERFORMANCE

Long-Term Performance

We believe a long-term performance period most accurately compares relative performance within our peer group. Over shorter periods, performance comparisons may be skewed by the easier performance baselines of peer companies that have experienced periods of underperformance. Danaher has not experienced a sustained period of underperformance over the last twenty-five years, and we believe the consistency of our performance over that period is unmatched within our peer group. Danaher ranks number one in its peer group over the past twenty-five years based on compounded average annual shareholder return, and is the only company in its peer group whose total shareholder return (“TSR”) outperformed the S&P 500 Index:

•

over every rolling3-year period from and including 1993-2017;1996-2020; and

•

by more than 600 basis points over every rolling3-year period from and including 2008-2017.

2001-2020.

Danaher’s compounded average annual shareholder return has outperformed the S&P 500 Index over each of the last one, two, three, five-,ten-, fifteen-, twenty- and twenty-five year periods:

 

 

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#1 IN PEER GROUP based on compounded average annual shareholder return from and including 1993-2017 13.4% 3 years S&P 500: 11.4% 17.6% 5 years S&P 500: 15.8% 11.2% 10 years S&P 500: 8.5% 14.7% 15 years S&P 500: 9.9% 15.0% 20 years S&P 500: 7.2%19.2% 25 years S&P 500: 9.7%

PROPOSAL 1 — ELECTION OF DIRECTORS OF DANAHER

2018 Director Nominees

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The Board of Directors recommends a vote FOR each of the foregoing nominees.

4     DANAHER2018 PROXY STATEMENT

Board Selection and Refreshment

Director Selection.Selection

The Board and its Nominating and Governance Committee believe that it is important that our directors demonstrate:

	•	personal and professional integrity and character;
	•	prominence and reputation in the director’s profession;
	•	skills, expertise and background (including business or other relevant experience) that in aggregate are useful and appropriate in overseeing and providing strategic direction with respect to Danaher’s business and serving the long-term interests of Danaher’s shareholders;
	•	the capacity and desire to represent the interests of the shareholders as a whole; and
	•	availability to devote sufficient time to the affairs of Danaher.

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Back to Contents

The Nominating and Governance Committee is responsible for recommending to the Board a slate of nominees for election at each annual meeting of shareholders. Nominees may be suggested by directors, members of management, shareholders or in some cases, by a third-party search firm.firm engaged by the Committee. The Committee considers a wide range of factors when assessing potential director nominees. This includes consideration of the current composition of the Board, any perceived need for one or more particular areas of expertise, the balance of management and independent directors, the need for committee-specific expertise, the evaluations of other prospective nominees and the qualifications of each potential nominee relative to the attributes, skills and experience described above. The Board does not have a formal or informal policy with respect to diversity but believes that the Board, taken as a whole, should embody a diverse set of skills, knowledge, experiences and backgrounds appropriate in light of the Company’s needs, and in this regard also subjectively takes into consideration the diversity (with(including with respect to age, race, gender and national origin) of the Board when considering director nominees.

When Danaher recruits a director candidate, either a search firm engaged by the Committee or a member of the Board contacts the prospect to assess interest and availability. The candidate will then meet with members of the Board does not make any particular weightingand at the same time, the Committee with the support of diversity or any other characteristic in evaluating nominees and directors.the search firm will conduct such further inquiries as the Committee deems appropriate. A background check is completed before a final recommendation is made to appoint a candidate to the Board.

A shareholder who wishes to recommend a prospective nominee for the Board should notify the Nominating and Governance Committee in writing using the procedures described below under “Other Information – Communications with the Board of Directors” with whatever supporting material the shareholder considers appropriate. If a prospective nominee has been identified other than in connection with a director search process initiated by the Committee, the Committee makes an initial determination is made as to whether to conduct a full evaluation of the candidate. The Committee’s determination of whether to conduct a full evaluation iscandidate based primarily on the Committee’s view as to whether a new or additional Board member is necessary or appropriate at such time, the likelihood that the prospective nominee can satisfy the evaluation factors described above, and any other factors as the Committee may deem appropriate. The Committee takes into account whatever information is provided to the Committee with the recommendation of the prospective candidate and any additional inquiries the Committee may in its discretion conduct or have conducted with respect to such prospective nominee.and any other factors the Committee may deem appropriate.

The graph below illustrates the diverse set of skills, knowledge, experiencesexpertise and backgrounds represented on our Board:

 

/ SKILLS AND EXPERTISE

Blair

Hefner Filler

List

Lohr

Mega

M. Rales

S. Rales

Sabeti

Schwieters

Spoon

Stevens

Zerhouni

Global/international

Life sciences/ healthcare

Technology/ innovation strategy

M&A

Public company CEO and/or President

Accounting

Finance

Branding/marketing

Government, legal or regulatory

Age (Board average is 62.7 years of age)

56

61

58

77

46

64

69

45

81

69

57

69

Gender

M

F

F

M

F

M

M

F

M

M

M

M

Race/Ethnicity*

C

C

C

C

C

C

C

C+

C

C

C

C++

Born outside U.S.

*

“C” refers to Caucasian

ACCOUNTING/FINANCE

+

2Dr. Sabeti is of Middle Eastern descent.

++

Dr. Zerhouni is of North African descent.

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BRANDING AND MARKETING							2
GOVERNMENT			1
INTERNATIONAL															4
LEGAL			1
LIFE SCIENCES/HEALTH TECHNOLOGY											3
M&A / CORPORATE FINANCE																															8
PUBLIC COMPANY CEO AND/OR PRESIDENT																			5
TECHNOLOGY/INNOVATION STRATEGY																							6																	Back to Contents

Board Orientation

Our new director orientation program includes extensive meetings with Danaher management and familiarizes new directors with Danaher’s businesses, strategies, policies and the Danaher Business System; assists them in developing company and industry knowledge to optimize their Board service; and educates them with respect to their fiduciary duties and legal responsibilities and Danaher’s corporate governance framework.

Board Refreshment

Our Board actively considers Board refreshment. Using our Board skills matrix as a guide as well as the results of our annual Board and committee self-assessment process (discussed below), the Nominating and Governance Committee evaluates Board composition at least annually and

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identifies for Board consideration areas of expertise that would complement and enhance our current Board. In considering the Committee’s recommendations, the Board seeks to thoughtfully balance the knowledge and experience that comes from longer-term Board service with the fresh ideas, energyperspectives and new domain expertise that can come from adding new directors. The recent2019 additions of Drs. Mega and Sabeti and 2020 addition of Raymond C. Stevens, Ph.D.Mr. Blair to our Board is evidence ofevidences our focus on refreshment.refreshment and helped drive an approximately 20% reduction in our average director tenure from 2019 to 2020. To further build on the enhanced gender, age and national origin diversity from these appointments, Danaher has formally initiated a director search specifically focused on adding to the Board a Person of Color from an underrepresented community.

Proxy Access

Our Amended and Restated Bylaws (“Bylaws”) permit a shareholder, or a group of up to twenty shareholders, owning three percent or more of the Company’s outstanding shares of Common Stock continuously for at least three years to nominate and include in the Company’s annual meeting proxy materials a number of director nominees up to the greater of (x) two, or (y) twenty percent of the Board, provided that the shareholder(s) and nominee(s) satisfy the requirements specified in the Bylaws.

Majority Voting Standard

General

Our Bylaws provide for majority voting in uncontested director elections, and our Board has adopted a director resignation policy. Under the policy, our Board will not appoint or nominate for election to the Board any person who has not tendered in advance an irrevocable resignation effective in such circumstances where the individual does not receive a majority of the votes cast in an uncontested election and such resignation is accepted by the Board. If an incumbent director is not elected by a majority of the votes cast in an uncontested election, our Nominating and Governance Committee will submit for prompt consideration by the Board a recommendation whether to accept or reject the director’s resignation. The Board expects the director whose resignation is under consideration to abstain from participating in any decision regarding that resignation.

Contested Elections

At any meeting of shareholders for which the Secretary of the Company receives a notice that a shareholder has nominated a person for election to the Board of Directors in compliance with the Company’s Bylaws and such nomination has not been withdrawn on or before the tenth day before the Company first mails its notice of meeting to the Company’s shareholders, the directors will be elected by a plurality of the votes cast. This means that the nominees who receive the most affirmative votes would be elected to serve as directors.

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CORPORATE GOVERNANCE

Corporate Governance Overview

Shareholder Engagement Program

We actively seek and highly value feedback from our shareholders. During 2017, in addition to our traditional Investor Relations outreach efforts, we engaged with shareholders representing approximately 25% of our outstanding shares on topics including our business and financial performance, governance and executive compensation programs and sustainability initiatives. Feedback received during these meetings was shared with our Nominating & Governance Committee and Compensation Committee, informing their decision-making.

Board Leadership Structure, Risk Oversight and CEO Succession Planning

Board Leadership Structure

The Board has separated the positions of Chairman and CEO because it believes that, at this time, this structure best enables the Board to ensure that Danaher’s business and affairs are managed effectively and in the best interests of shareholders. This is particularly the case in light of the fact that the Company’s Chairman is Steven Rales, aco-founder of the Company who owns approximately 6.26.0 percent of the Company’s outstanding shares, served as CEO of the company from 1984 to 1990 and continues to serve as an executive officer of the company. As a result of his substantial ownership stake in the Company, the Board believes that Mr. Rales is uniquely able to understand, articulate and advocate for the rights and interests of the Company’s shareholders. Moreover, Mr. Rales uses his management experience with the Company and Board tenure to help ensure that thenon-management directors have a keen understanding of the Company’s business as well as the strategic and other risks and opportunities that the Company faces. This enables the Board to more effectively provide insight and direction to, and exercise oversight of, the Company’s President and CEO and the rest of the management team responsible for the Company’sday-to-day business (including with respect to oversight of risk management).

Because Mr. Rales is not independent within the meaning of the NYSE listing standards, our Corporate Governance Guidelines require the appointment of a “Lead Independent Director” and Mr. Ehrlich has beenour independent directors have appointed Ms. Hefner Filler as our Lead Independent Director. As the Lead Independent Director, Mr. Ehrlich:Ms. Hefner Filler:

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Board Oversight of Strategy

One of the Board’s primary responsibilities is overseeing management’s development and execution of the Company’s strategy. At least quarterly, the CEO, our executive leadership team and other business leaders provide detailed business and strategy updates to the Board. The Board annually conducts an even more in-depth review of the Company’s overall strategy. At these reviews, the Board engages with our executive leadership team and other business leaders regarding business objectives, the competitive landscape, economic trends and other developments. On an annual basis the Board also reviews the Company’s human capital, risk assessment/risk management, compliance and sustainability programs as well as the Company’s operating budget, and at meetings occurring throughout the year the Board reviews acquisitions, strategic investments and other capital allocation topics as well as the Company’s operating and financial performance, among other matters. The Board also looks to the focused expertise of its committees to inform strategic oversight in their areas of focus.

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Board Oversight of Risk Oversight

The Board’s role in risk oversight at the Company is consistent with the Company’sour leadership structure, with management havingday-to-day responsibility for assessing and managing the Company’sour risk exposure and the Board and its committees overseeing those efforts, with particular emphasis on the most significant risks facing the Company. Each committee reports to the full Board on a regular basis, including as appropriate with respect to the committee’s risk oversight activities. On an annual basis, the Company’s Risk Committee (consisting of members of senior management) inventories, assesses and prioritizes the most significant risks facing the Company as well as related mitigation efforts and provides a report to the Board. With respect to the manner in which the Board’s risk oversight function impacts the Board’s leadership structure, as described above our Board believes that Mr. Steven Rales’ management experience and tenure help the Board to more effectively exercise its risk oversight function.

The Board administers its risk oversight responsibilities both through active review and discussion of key risks facing the Company and by delegating certain risk oversight responsibilities to the Board committees for further consideration and evaluation. Generally, each committee has responsibility to identify and address risks that are associated with the purpose of, and responsibilities delegated to, that committee. Each committee reports to the full Board on a regular basis, including as appropriate with respect to the committee’s risk oversight activities.

CEO Succession Planning

With the support of our Nominating and Governance Committee, our Board maintains and annually reviews both a long-term succession plan and emergency succession plan for the CEO position. The foundation of the long-term succession planning process is a CEO development model consisting of two dimensions, leadership behaviors and development experiences. The Board uses the development model as a guide in preparing candidates, and also in evaluating candidates for the CEO and other executive positions at the Board’s annual talent review and succession planning session. At the annual session, the Board evaluates and compares candidates using the development model, and reviews each candidate’s development actions and progress over time as well as business performance. The candidate evaluations are supplemented with periodic360-degree performance appraisals, and the Board also regularly interacts with candidates at Board dinners and lunches, through Board meeting presentations and at the Company’s annual leadership conference.

Board of Directors and Committees of the Board