UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  ☒                                 Filed by a party other than the Registrant  ☐

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FORTIVE CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Essential technology for the people who accelerate progress. 20192021 Notice of Annual Meeting of Shareholders and Proxy Statement Fortive Essential technology for the people who accelerate progress.

FORTIVE CORPORATION

6920 Seaway Blvd

Everett, WA 98203

Notice of 20192021 Annual Meeting of Shareholders

When:   June 4, 20198, 2021 at 3:00 p.m., PDT.   Where: Fortive Corporation 6920 Seaway Blvd Everett, WA 98203		Items of Business:   45 proposals as listed below   Date of Mailing:   The date of mailing of this Proxy Statement is on or about April 17, 2019.26, 2021.		Who Can Vote:   Shareholders of Fortive’s common stock at the close of business on April 8, 2019.12, 2021.		Attending the Meeting:Virtual Meeting Only:   As part of our precautions regarding the coronavirus (COVID-19) pandemic, the 2021 Annual Meeting of Shareholders who wish to attend thewill be held in a virtual meeting in person should review the instructions set forth in the attached proxy statement under “Annual Meeting Admission.”format only. Where: www.virtualshareholdermeeting.com/FTV2021

Items of Business:

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.

Most shareholders have a choice of voting in advance over the Internet, by telephone or by using a traditional proxy card or voting instruction form. You may also vote during the annual meeting by following the instructions available on the meeting website during the meeting. Please refer to the attached proxy materials or the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you.

The rules and procedures applicable to the 2021 Annual Meeting, together with a list of shareholders of record for inspection for any legally valid purpose, will be available at the 2021 Annual Meeting for the participating shareholders of record at www.virtualshareholdermeeting.com/FTV2021.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON JUNE 4, 2019:8, 2021:

The Notice of Internet Availability, Notice of Annual Meeting, Proxy Statement and the Annual Report are available at:http://www.proxyvote.com.

By Order of the Board of Directors,

Daniel B. Kim

Secretary

April 17, 201926, 2021

20192021 Annual Meeting of Shareholders

Notice of Annual Meeting and Proxy Statement

Table of Contents

		2021 Proxy Statement		i

To assist you in reviewing the proposals to be acted upon at our 20192021 Annual Meeting, below is a summary of information regarding the meeting contained elsewhere in this Proxy Statement. The following description is only a summary. For more information about these topics, please review the complete Proxy Statement.

20192021 Annual Meeting of Shareholders

Items of Business

		2021 Proxy Statement		1

Proxy Statement Summary

Company Overview

Fortive Corporation is a diversified industrial technology growth company comprisedprovider of Professional Instrumentationessential technologies for connected workflow solutions across a range of attractive end-markets. Our well-known brands hold leading positions in intelligent operating solutions, precision technologies, and Industrial Technologiesadvanced healthcare solutions. Our businesses that are recognized leaders in attractive markets. design, develop, service, manufacture and market professional and engineered products, software and services for a variety of end markets, building upon leading brand names, innovative technologies and significant market positions.

We are guided by our shared purpose to deliver essential technology for the people who accelerate progress, and we are united by our culture of continuous improvement and bias for action that embody ourthe Fortive Business System (FBS)(“FBS”). Through rigorous application of ourthe proprietary FBS set of growth, lean, and leadership tools and processes that comprise FBS, we continuously improve business performance in the critical areas of innovation, product development and commercialization, global supply chain, sales and marketing and leadership

		2019 Proxy Statement		1

Proxy Statement Summary

We Build Extraordinary Teams for Extraordinary Results

In addition to the actions we have taken to invest in our people at every level, as further described in “Corporate Governance – Human Capital Management,” our values guided how we cared for our teams during the challenges of the COVID-19 pandemic.

In the uncertainty that immediately followed the COVID-19 pandemic, we were guided by five key pillars in our response to our employees: Safety, Transparency, Empathy, Science and Employee Trust. The policies we implemented were guided with the safety of our employees, their families, our customers, and our communities as the number one priority, with our actions informed by data and expert public health guidance. The manner in which we considered and communicated our policies and actions were driven by the recognition of, and empathy for, the uncertainty, fear and real-life impact caused by the pandemic for our colleagues. With that in mind, we focused on being agile and transparent on what we were doing and why we were doing it while listening to ongoing feedback from our global teams and quickly making changes where needed. We did our best to accommodate the needs of our people as they managed through an incredibly difficult year personally and professionally.

Driven by our values, we:

In addition, we believe that creating inclusive places to work and diverse points of view are the lifeblood of innovation

and growth and provide us with a strategic advantage. In 2020, we continued to make significant strides to reflect the

needs, priorities, and experiences of our global team and strengthen our culture of inclusion and diversity. Our Board

of Directors and our Compensation Committee oversee our Human Capital Management strategies, including our

inclusion and diversity efforts. Our VP, Inclusion & Diversity works closely with our senior management and our

Inclusion & Diversity Council, involving employees at every level in establishing a collaborative vision that will truly

reflect the needs, priorities, and viewpoints of our diverse global team. The actions we have taken and the pillars

that drive our Inclusion and Diversity efforts are further described in “Corporate Governance – Human Capital

Management.”

We Compete for Shareholders

In September 2019, we announced our plan to separate Vontier Corporation, our former Industrial Technologies segment, into a separate, publicly-traded company. Our plan to separate Vontier reflected our conviction that the transaction would allow both Fortive and Vontier to benefit from increased focus on the specific growth and capital allocation opportunities for each company.

		2021 Proxy Statement		3

Proxy Statement Summary

The subsequent capital market volatility and logistical complication presented by the COVID-19 pandemic did not alter our conviction that the separation would create strategic value for our shareholders, our employees and our customers. Leveraging the execution advantages provided by the tools of Fortive Business System and our consistent drive to compete for our shareholders, we quickly adapted our strategy to align with the economic and capital market conditions and completed the transformative separation of Vontier on October 9, 2020 by distributing 80.1% of the outstanding shares of Vontier to our shareholders. Furthermore, following the separation, we monetized the 19.9% ownership interest in Vontier we retained upon separation to reduce our outstanding debt in a tax-free manner. The separation and the subsequent disposition of the retained interest have provided Fortive with enhanced focus and fiscal flexibility to accelerate our pursuit of opportunities to further evolve our portfolio.

Kaizen is Our Way of Life

One of the key defining attributes of our company is our drive for continuous improvement. With FBS as our foundation, we embrace experimentation, learn from our successes and failures, grow as individuals and teams, and always seek to improve. Because FBS is embedded in our culture and our behavior, we instinctively applied our FBS mindset and toolkit to address the challenges presented to us by the COVID-19 pandemic.

Our FBS teams put kaizen into action and viewed the challenges as opportunities to innovate and enhance our FBS toolkits and approach. Our agile FBS teams created virtual leadership experiences, kaizens, and events like our virtual 2020 FBS Hackathon. We further enhanced our online FBS university, allowing our teams to deploy our FBS tools in a virtual environment, take FBS courses online, participate virtually in our FBS conferences, such as our 2020 Fortive Growth & Innovation Conference, and access the power of FBS from afar.

Total Shareholder Return

Proxy Statement Summary

Corporate Governance Highlights

Our Board of Directors recognizes that enhancing and protecting long-term value for our shareholders requires a robust framework of corporate governance that serves the best interests of all our shareholders.

In connection with our Board’s dedication to strong corporate governance, our Board has in recent years implemented the following corporate actions:

RecentOverview of Director Nominees

Our eight director nominees are comprised of current directors with diverse skills, background, and experience, which the Board believes contributes to the effective oversight of the Company. Additional details on board membership criteria are set forth on page 29 under “Corporate Governance Actions– Director Nomination Process.”

		Adopted2021 Proxy Statement		5

Proxy Statement Summary

Governance Highlights

		Commenced thedeclassification of the Board to provide for the election of directors for aone-year term beginning with the election of director nominees at this Annual Meeting
		We maintain a majority vote requirement for the election of directors in uncontested elections
		Subject to approval by the shareholders of Proposal 4, we have approved theeliminationability of shareholders owning at least 25% of the supermajority voting requirements applicableoutstanding shares to shares of common stockrequest that a special meeting be called
		Documented and executed ourcommitment to Board diversity in our Corporate Governance Guidelines and the Nominating and Governance Committee Charter
		ImplementedWe have implemented acorporate social responsibility program,, with the publication of as reported in our firstannual Corporate Social Responsibility Report, in 2018 and with multi-layered oversight by the Nominating and Governance Committee and the full Board
		AdoptedWe have formalized and launched a formaldocumented in the Compensation Committee Charter oversight of our human capital management by the Compensation Committee, including matters related to overall employee retention and inclusive and diverse company culture, with annual shareholder engagement processreview by the full Board

		We haveFormalized separatedour Chairman and CEO positions, with an independent Chairman
		We have formalized and documented in the Audit Committee Charteroversight of our cybersecurity by the Audit Committee, with quarterly review by the Audit Committee of our cybersecurity planning, monitoring, risk management, remediation, and controls and annual review by the full Board
		Adopted, launched and conducted ourannual self-assessment processWe have to assess in detail the effectiveness of the Board and each of its committees
		Increased theimplemented stock ownership requirements fornon-CEO executive officers to aat multiple of three times base salary and maintained the stock ownership requirements for CEO and directors as aat multiple of five times base salary and annual cash retainer, respectively

		2019 Proxy Statement		3

Proxy Statement Summary

Compensation Governance Highlights

		20192021 Proxy Statement		5

Fortive Corporation

6920 Seaway Blvd

Everett, WA 98203

20192021 Annual Meeting of Shareholders

June 4, 20198, 2021

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors (“Board”) of Fortive Corporation, a Delaware corporation (“Fortive”), of proxies for use at the 20192021 Annual Meeting of Shareholders (the “Annual Meeting”) to be held at Fortive Corporation, 6920 Seaway Blvd., Everett, WA 98203in virtual only meeting format through www.virtualshareholdermeeting.com/FTV2021 at 3:00 p.m., PDT, and at any and all postponements or adjournments thereof. Fortive’s principal address is 6920 Seaway Blvd., Everett, WA 98203. The date of mailing of this Proxy Statement is on or about April 17, 2019.26, 2021.

Purpose of the Annual Meeting

The purpose of the meeting is to:

Annual Meeting AdmissionParticipation

PleaseAs a result of the coronavirus (COVID-19) pandemic and the corresponding public health and travel concerns of our shareholders, directors, officers, employees and service providers, we will conduct the 2021 Annual Meeting in a virtual only meeting format. You will not be preparedable to present photo identification for admittance. attend the 2021 Annual Meeting physically. We anticipate that we will return to holding in person annual meetings in the future when doing so will not jeopardize the public health and travel concerns of our shareholders.

If you are aplan to participate in the 2021 Annual Meeting, you must be shareholder of record or hold your shares through the Fortive Corporation Retirement Savings Plan or the Fortive Corporation Union Retirement Savings Plan (collectively, the “Savings Plans”), your name will be verified against the listas of shareholders of record or plan participants on the record date prior to your being admitted to the Annual Meeting.of April 12, 2021. If you are not a shareholder of record or a Savings Plan participant but hold shares through a broker, bank or nominee (i.e.(i.e., in street name), you should also be prepared to provide proof of beneficial ownership as ofmust hold a legal proxy for the record date, such as a brokerage account statement showing your ownership as of the record date, a copy of the voting instruction card2021 Annual Meeting provided by your broker, bank or nominee,nominee.

To be admitted to the 2021 Annual meeting at www.virtualshareholdermeeting.com/FTV2021, you must enter the 16-digit control number found on your proxy card, voting instruction form or other similar evidenceNotice of ownership.Internet Availability. You may begin to log into the meeting platform beginning at 2:30 p.m. Pacific time on June 8, 2021. The meeting will begin promptly at 3:00 p.m. Pacific time on June 8, 2021. The virtual meeting platform is fully supported across browsers and devices running the most updated version of applicable software. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of the meeting.

The rules and procedures applicable to the 2021 Annual Meeting, together with a list of shareholders of record for inspection for any legally valid purpose, will be available during the 2021 Annual Meeting for the participating shareholders of record at www.virtualshareholdermeeting.com/FTV2021.

Proxy Statement

You may vote during the 2021 Annual Meeting by following the instructions available on the meeting website during the meeting. Whether or not you participate in the 2021 Annual Meeting, we encourage you to vote and submit your proxy in advance of the meeting by one of the methods described in these proxy materials. The proxy card included with the proxy materials may be used to vote your shares in connection with the 2021 Annual Meeting.

This year’s shareholders’ question and answer session will include questions submitted live during the annual meeting. Questions may be submitted during the meeting through www.virtualshareholdermeeting.com/FTV2021 by typing your question into the “Ask a Question” field and clicking “Submit.” Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints.

If you encounter any difficulties accessing the meeting during the meeting time, please call the technical support number that will be posted on the meeting website.

Following completion of the meeting, a webcast replay will be posted online to our Investor Relations website at www.fortive.com for at least one year.

Outstanding Stock and Voting Rights

In accordance with Fortive’s Amended and Restated Bylaws, the Board has fixed the close of business on April 8, 201912, 2021 as the record date for determining the shareholders entitled to notice of, and to vote at, the Annual Meeting. Only shareholders of record at the close of business on that date will be entitled to vote. The only outstanding securities of Fortive entitled to vote at the Annual Meeting are shares of Common Stock, $.01 par value (“Common Stock”). Each outstanding share of Common Stock entitles the holder to one vote on each directorship and other matter brought before the Annual Meeting. As of the close of business on April 8, 2019, 335,048,36812, 2021,                  shares of Common Stock were outstanding, excluding shares held by or for the account of Fortive.

		2019 Proxy Statement		7

Proxy Statement

Proxy Instructions

Proxies will be voted as specified in the shareholder’s proxy.

If you sign and submit your proxy card with no further instructions, your shares will be voted:

		FOR the election of each of the eight director nominees identified in this Proxy Statement to serve as directors, each for a one-year term expiring at the 2022 Annual Meeting;
		FOR ratification of the selection of Ernst & Young LLP as Fortive’s independent registered public accounting firm for the year ending December 31, 2021;
		FOR approval of the Company’s named executive officer compensation;
		FOR approval of an amendment to the Amended and Restated Certificate of Incorporation to allow holders of at least 25% of Fortive’s outstanding shares of common stock to call a special meeting of the shareholders;
		AGAINST the shareholder proposal regarding shareholders’ ability to act by written consent; and
		In the discretion of the proxy holders on any other matter that properly comes before the meeting or any adjournment thereof. The Board has selected Peter C. Underwood and Daniel B. Kim to act as proxies with full power of substitution.

Notice of Electronic Availability of Proxy Materials

As permitted by the SEC rules, we are making the proxy materials available to our shareholders primarily via the Internet. By doing so, we can reduce the printing and delivery costs and the environmental impact of the Annual Meeting. On April 17, 2019,26, 2021, we mailed a Notice of Internet Availability of Proxy Materials (the “Notice”) to our shareholders. The Notice contains instructions on how to access our proxy materials and how to vote online or by telephone. If you would like to receive a paper copy of the proxy materials, please follow the instructions in the Notice.

Voting Requirements Withwith Respect to Each of the Proposals Described in this Proxy Statement

Quorum. The quorum necessary to conduct business at the Annual Meeting consists of a majority of the issued and outstanding shares of Common Stock entitled to vote at the Annual Meeting as of the record date. Abstentions and brokernon-votes will be counted as present in determining whether the quorum requirement is satisfied.

BrokerNon-Votes. Under New York Stock Exchange (“NYSE”) rules, if your broker holds your shares in its name and does not receive voting instructions from you, your broker has discretion to vote those shares on Proposal 2, which is considered a “routine” matter. However, on“non-routine” matters such as Proposals 1, 3, 4 and 4,5, your broker must receive voting instructions from you, as it does not have discretionary voting power for these particular items. Therefore, if you are a beneficial owner and do not provide your broker with voting instructions, your shares may constitute brokernon-votes with respect to Proposals 1, 3, 4 and 4.5. Brokernon-votes will not affect the required vote with respect to Proposals 1, 3 and 3.5. However, because approval of Proposal 4 requires the affirmative vote of the holders of 80 percent of the outstanding shares entitled to vote generally in the election of directors on the record date, brokernon-votes will have the same effect as a vote against Proposal 4.

Proxy Statement

Approval Requirements.If a quorum is present, the vote required under the Company’s Amended and Restated Bylaws and the Amended and Restated Certificate of Incorporation to approve each of the proposals is as follows:

Tabulation of Votes. Our inspector of election, Broadridge Financial Services, will tabulate votes cast by proxy or in person at the meeting. We will report the results in a Current Report on Form8-K filed with the SEC within four business days of the Annual Meeting.

Voting Methods

If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered theregistered holder of those shares. As theregistered shareholder, you can ensure your shares are voted at the Annual Meeting by submitting your instructions by telephone, over the internet, by completing, signing, dating and returning the enclosed proxy card in the envelope provided, or by attendingparticipating in the virtual Annual Meeting and voting your shares at the meeting. Telephone and internet voting for registered shareholders will be available 24 hours a day, up until 11:59 p.m., CentralEastern time on June 3, 2019.7, 2021.

		2021 Proxy Statement		11

Proxy Statement

Detailed instructions for telephone and internet voting are set forth on the Notice.

		2019 Proxy Statement		9

Directors and Executive Officers

The following table sets forth as of April 8, 2019March 31, 2021 (unless otherwise indicated) the number of shares and percentage of Common Stock beneficially owned by each of Fortive’s directors, nominees for director and each of the executive officers named in the Summary Compensation Table (the “named executive officers”), and all executive officers and directors of Fortive as a group. Except as otherwise indicated and subject to community property laws where applicable, each person or entity included in the table below has sole voting and investment power with respect to the shares beneficially owned by that person or entity. Under applicable SEC rules, the definition of beneficial ownership for purposes of this table includes shares over which a person or entity has sole or shared voting or investment power, whether or not the person or entity has any economic interest in the shares, and also includes shares as to which the person has the right to acquire beneficial ownership within 60 days of April 8, 2019.March 31, 2021. Except as indicated, the address of each director and executive officer shown in the table below is c/o Fortive Corporation, 6920 Seaway Blvd, Everett, WA 98203.

		20192021 Proxy Statement		1113

Beneficial Ownership of Common Stock by Directors, Officers and Principal Shareholders

Principal Shareholders

The following table sets forth the number of shares and percentage of Common Stock beneficially owned by each person who owns of record or is known to Fortive to beneficially own more than five percent of Common Stock.

Board Composition Overview of Director Nominees

Our Board iseight director nominees are comprised of current directors with diverse skills, background, and experience, which the Board believes contributes to the effective oversight of the Company. Additional details on board membership criteria are set forth on page 2629 under “Corporate Governance – Director Nomination Process.”

Skills and Attributes

Global Experience and International Exposure

7/8

Technology Experience, Including Software and Cybersecurity

6/8

Mergers and Acquisition Experience

8/8

Operational Management Experience

6/8

Senior Executive Leadership Experience

6/8

Financial Literacy or Public Accounting Experience

8/8

Public Company Board Experience

6/8

Capital Markets and Corporate Finance Experience

6/8

		20192021 Proxy Statement		1315

Proposal 1. Election of Directors

Declassification of the Board

Pursuant to our Certificate of Incorporation adopted prior to our separation from Danaher (the “Separation”), our Board has been constituted into three classes as follows:

At the 2017 Annual Meeting of Shareholders, the shareholders approved a proposal from our Board to amend our Certificate of Incorporation to declassify the Board and to provide, starting with this Annual Meeting of Shareholders, for the election of directors toone-year terms. As a result, our Board will be declassified in the following manner:

		The directors elected at this Annual Meeting of Shareholders (and at each annual meeting thereafter) will serveone-year terms
		Beginning with the 2020 Annual Meeting of Shareholders, a majority of the directors will be elected annually
		Beginning with the 2021 Annual Meeting of Shareholders, the entire Board will be elected annually

Election of Directors

At the Annual Meeting, shareholders will be asked to elect Daniel L. Comas, Feroz Dewan, Sharmistha Dubey, Rejji P. Hayes, James A. Lico, Kate D. Mitchell, P. Rales, Steven M. Rales,Jeannine Sargent, and Alan G. Spoon to serve as Class III directors and Jeannine Sargent to serve as a Class I director (each of whom has been recommended by the Nominating and Governance Committee, has been nominated by the Board and currently serves as a director of Fortive) to serve aone-year term until the 20202022 Annual Meeting of Shareholders and until his or her successor is duly elected and qualified. Mitchell P. Rales and Steven M. Rales will not stand for re-election and will retire from our Board as of the 2021 Annual Meeting. Although as of the date of this Proxy Statement the number of directors is fixed at ten, the Board has adopted a resolution that, effective as of the retirement of Messrs. Rales and Rales at the Annual Meeting, the size of the Board will be reduced to eight.

We have included information as of April 8, 201912, 2021 relating to each nominee for election as director, and each director continuing in office, including his or her age, the year in which he or she became a director, his or her principal occupation, any board memberships at other public companies during the past five years, and the other experience, qualifications, attributes or skills that led the Board to conclude that he or she should continue to serve as a director of Fortive. Please see “Corporate Governance – Director Nomination Process” for a further discussion of the Board’s process for nominating Board candidates. In the event a nominee declines or is unable to serve, the proxies may be voted at the discretion of the proxy holders for a substitute nominee designated by the Board, or the Board may reduce the number of directors to be elected. We know of no reason why this will occur.

Director Nominees

Proposal 1. Election of Directors

Class III Director Nominees – ForOne-Year Terms That Will Expire in 2020

	Mitchell P. Rales Age: 62 Feroz Dewan		Director since:AGE:  201644		Other Current Public Company Directorships:DIRECTOR SINCE: 2016		Danaher Corporation and Colfax CorporationINDEPENDENT

Mr. Rales is aco-founder of Danaher Corporation and has served as Chairman of the Executive Committee of Danaher since 1984. He was also President of Danaher from 1984 to 1990. In addition, for more than the past five years, he has been a principal in private and public business entities in the manufacturing area.

Qualifications: The strategic vision and leadership of Mr. Rales and his brother, Steven Rales, helped create the foundation of the Fortive Business System and the Danaher Business System and have guided the respective businesses of Fortive and Danaher down a path of consistent, profitable growth that continues today. In addition, as a result of his substantial ownership stake in Fortive, he is well-positioned to understand, articulate and advocate for the rights and interests of Fortive’s shareholders.

Steven M. Rales Age: 68		Director since: 2016		Other Current Public Company Directorships: Danaher Corporation

Mr. Rales isco-founder of Danaher Corporation and has served as Chairman of the Board of Danaher since 1984. He was also CEO of Danaher from 1984 to 1990. In addition, for more than the past five years, he has been a principal in a private business entity in the area of film production.

Qualifications: The strategic vision and leadership of Mr. Rales and his brother, Mitchell Rales, helped create the foundation of the Fortive Business System and the Danaher Business System and have guided the respective businesses of Fortive and Danaher down a path of consistent, profitable growth that continues today. In addition, as a result of his substantial ownership stake in Fortive, he is well-positioned to understand, articulate and advocate for the rights and interests of Fortive’s shareholders.

Alan G. Spoon Age: 67		Director since: 2016 Independent		Other Current Public Company Directorships: Danaher Corporation, IAC/InteractiveCorp., Match Group, Inc., and Cable One, Inc.

Mr. Spoon has served as our Chairman of the Board since 2016. In addition, Mr. Spoon served as a Partner of Polaris Partners, a company that invests in private technology and life science firms, from 2000 to 2018, including as Managing General Partner from 2000 to 2010 and as Partner Emeritus from 2015 to 2018. In addition to his prior leadership role at Polaris Partners, Mr. Spoon previously served as president, chief operating officer and chief financial officer of one of the country’s largest, publicly-traded education and media companies, and has served on the boards of numerous public and private companies.

Qualifications: Mr. Spoon’s public and private company leadership experience gives him insight into business strategy, leadership, marketing, finance, corporate governance, executive compensation and board management. His public company and private equity experience gives him insight into trends in the internet and technology industries, acquisition strategy and financing, each of which represents an area of key strategic opportunity for Fortive.

		2019 Proxy Statement		15

Proposal 1. Election of Directors

Proposal 1. Election of Directors

		2021 Proxy Statement		19

Proposal 1. Election of Directors

Corporate Governance Overview

Our Board of Directors recognizes that protecting long-term value for our shareholders requires a robust framework of corporate governance that serves the best interests of all our shareholders.

In connection withThe following are certain highlights demonstrating our Board’s dedication to strong corporate governance, our Board has in recent years implemented the following corporate actions:governance:

Recent Governance ActionsHighlights

		We have documented and executed our Adoptedcommitment to Board diversity in our Corporate Governance Guidelines and the Nominating and Governance Committee Charter
		We have fully declassified the Board to provide for the election of all directors for one-year terms
		We have no shareholder rights plan
		We have adopted proxy accessto permit a shareholder, or a group of up to 20 shareholders, owning at least 3% of the outstanding shares continuously for at least 3 years to nominate and include in our proxy materials director nominees constituting up to 20% of the board of directors, as further detailed in our Bylaws

		We maintain a Commenced thedeclassification of the Boardmajority vote requirementto provide for the election of directors for aone-year term beginning with the election of director nominees at this Annual Meetingin uncontested elections
		Subject to approval by the shareholders of Proposal 4, we have approved theeliminationability of shareholders owning at least 25% of the supermajority voting requirements applicableoutstanding shares to shares of common stockrequest that a special meeting be called
		Documented and executed of ourcommitment to Board diversity in our Corporate Governance Guidelines and the Nominating and Governance Committee Charter
		Implemented We have implemented acorporate social responsibility program,, with the publication of as reported in our firstannual Corporate Social Responsibility Report, in 2018 and with multi-layered oversight by the Nominating and Governance Committee and the full Board
		Adopted We have formalized and launched a formaldocumented in the Compensation Committee Charter oversight of our human capital management by the Compensation Committee, including matters related to overall employee retention and inclusive and diverse company culture, with annual shareholder engagement processreview by the full Board

		We haveFormalized separatedour Chairman and CEO positions, with an independent Chairman
		We have formalized and documented in the Audit Committee Charteroversight of our cybersecurity by the Audit Committee, with quarterly review by the Audit Committee of our cybersecurity planning, monitoring, risk management, remediation, and controls and annual review by the full Board
		Adopted, launched and conducted ourWe haveannual self-assessment process to assess in detail the effectiveness of the Board and each of its committees
		Increased the implemented stock ownership requirements fornon-CEO executive officers to aat multiple of three times base salary and maintained the stock ownership requirements for CEO and directors as aat multiple of five times base salary and annual cash retainer, respectively

Additional highlights of our corporate governance framework

		OurChairman and CEO positions are separate, with an independent Chairman
		We maintain amajority vote requirement for theelection of directors in uncontested elections
		We haveno shareholder rights plan
		We have animplemented a robust anti-overboarding policyannual shareholder engagement program that limits the number of boards of other public companies on which our directors may serve to four
		All members of the Audit Committee areaudit committee financial experts
		We maintain arelated person transaction policy with oversight by the Nominating and Governance Committee
		All members of our Audit, Compensation, and Nominating and Governance Committees areindependent as defined by the New York Stock Exchange listing standards and applicable Securities and Exchange Commission rules

		2019 Proxy Statement		19

Corporate Governance

Board Leadership Structure Risk Oversight and Management Succession Planning

Board Leadership Structure

The Board has separated the positions of Chairman and CEO because it believes that the separation of the positions best enables the Board to ensure that our businesses, risks, opportunities and affairs are managed effectively and in the best interests of our shareholders.

The entire Board selects its Chairman, and our Board has selected Alan G. Spoon, an independent director, as its Chairman, in light of Mr. Spoon’s independence and his deep experience and knowledge with corporate governance, board management, shareholder engagement, risk management and Fortive’s diverse businesses and industries.

As the independent Chairman of the Board, Mr. Spoon leads the activities of the Board, including:

In the event that the Chairman of the Board is not an independent director, the Corporate Governance Guidelines provide that the independent directors, upon recommendation from the Nominating and Governance Committee, will select by majority vote an independent director to serve as the Lead Independent Director with the authority to:

The Board’snon-management directors meet in executive session following the Board’s regularly-scheduled meetings, with the executive sessions chaired by the independent Chairman. In addition, the independent directors meet as a group in executive session at least once a year.

Corporate Governance

Risk Oversight

The Board’s role in risk oversight at the Company is consistent with the Company’s leadership structure, with management havingday-to-day responsibility for assessing and managing the Company’s risk exposure and the Board and its committees overseeing those efforts, with particular emphasis on the most significant risks facing the Company.

In determining to separate the position of the CEO and the Chairman, and in determining the appointment of the Chairman of the Board and the Chairs of the committees of the Board, the Board and the Nominating and Governance Committee considered the implementation of a governance structure and appointment of chairpersons with appropriate and relevant risk management experience that would enable Fortive to efficiently and effectively assess and oversee its risks.

Enterprise Risk Oversight by the Board of Directors

The Board oversees the Company’s risk management processes directly and through its committees. In general, the Board oversees the management of risks inherent in the operation of the Company’s businesses, the implementation of its strategic plan, its acquisition and capital allocation program, its capital structure and liquidity and its organizational structure, and also oversees the Company’s risk assessment and risk management policies. In addition, at least on an annual basis or more frequently as deemed appropriate by the Board, the Board reviews with senior leaders of the Company the Company’s enterprise risk management, with particular focus on the enterprise risks and opportunities with the greatest impact and highest probability. Furthermore, at least on an annual basis or more frequently as deemed appropriate by the Board, the Board reviews with the SVP – General Counsel our insurance policies, including our D&O insurance policy, general liability policy, and our information security risk insurance policy.

Portfolio and Operating Segment Risk Oversight by the Board of Directors

At each Board meeting, the Board oversees the Company’s performance and execution against the strategic goals for the Company’s operating segments, overall portfolio, and innovation, including overseeing the corresponding management of risks and opportunities. In addition, on an annual basis, the Board conducts a separate meeting dedicated entirely to deeper review of the acquisition, innovation, capital allocation, human capital and risk management strategies for each of the operating segments.

Risk Oversight by the Committees

AUDIT COMMITTEE2021 Proxy Statement		COMPENSATION COMMITTEE23		NOMINATING AND GOVERNANCE COMMITTEE		FINANCE COMMITTEE
The Audit Committee oversees risks related to financial controls, legal and compliance risks and major financial, privacy, security and business continuity risks. The Audit Committee also assists the Board in overseeing the Company’s risk assessment and risk management policies. Finally, the Audit Committee oversees our cybersecurity risk management and risk controls.		The Compensation Committee oversees risks associated with the Company’s compensation policies and practices.		The Nominating and Governance Committee oversees risks associated with corporate governance and board management.		The Finance Committee oversees risks associated with the execution of the Company’s acquisition, investment and divestiture strategies.

Corporate Governance

Each committee reports to the full Board on a regular basis, including as appropriate with respect to the committee’s risk oversight activities. In addition, since risk issues often overlap, committees from time to time request that the full Board discuss particular risks.

Cybersecurity and Product Security Risk Oversight

The Board has delegated to the Audit Committee the responsibility of exercising oversight with respect to the Company’s cybersecurity risk management and risk controls.controls, with the Chair of the Audit Committee having received CERT certification on cyber risk oversight. Consistent with such delegation, our Chief Information Officer provides a report to the Audit Committee on quarterly basis, and to the Board on an annual basis, regarding the Company’s cybersecurity program, including the Company’s compliance program, training program, monitoring, auditing, implementation and communication processes, controls, and procedures.

Corporate Social Responsibility Risk Oversight

The Board has delegated to the Nominating and Governance Committee the responsibility of exercising oversight with respect to the reporting of the Company’s corporate social responsibility disclosure. Consistent with such delegation, our SVP – General Counsel provides frequent reports and updates to the Nominating and Governance Committee, and a report to the Board on an annual basis, regarding the Company’s corporate social responsibility program and strategies, including the corresponding risks and opportunities, goals, progress, shareholder engagement and disclosure. See “Corporate Social Responsibility – Governance” for further discussion on governance structure of our Corporate Social Responsibility program.

		2019 Proxy StatementHuman Capital Management Risk Oversight		21

Corporate Governance

Management Succession Planning

The Compensation Committee and the entire Board oversees the recruitment, development, and retention of our executive officers, including oversight of management succession planning. In addition to the formal activities noted below, the Board and its committee members engage and assess our executive officers and high-potential employees during management presentations, our annualmulti-day leadership conference, visits to our operating companies, and periodic informal meetings.