Fortive : Proxy Document (proxy)
FTV
Proxy Statement
and Notice of Annual Meeting of Shareholders
We build extraordinary teams for extraordinary results.
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We believe we are more together, and we all have something unique to offer as we come together to solve problems no
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one could solve alone, committed to a strong and inclusive culture.
Customer success inspires our innovation.
We believe our most important breakthroughs are the ones that help
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our customers succeed, and we strive to break down barriers and forge new
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paths to world-changing innovations to move our customers forward.
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We compete for shareholders.
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We believe in prioritizing
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trust, sustainability, and positive impact to create long-term value for all of our stakeholders, including
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our shareholders, our employees, our customers and our communities.
Kaizen is our way of life.
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We know we can always do and be better. Our commitment to continuous
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improvement, grounded in our Fortive Business System
Inspires us to approach our work with curiosity. We are
always growing and learning.
FORTIVE CORPORATION
6920 Seaway Blvd
Everett, WA 98203
ITEMS OF BUSINESS
BOARD RECOMMENDATION
PAGE
1. To elect the nine director nominees named in the Proxy Statement, each for a one-year term expiring at the 2026 annual meeting and until his or her respective successor is duly elected and qualified.
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2. To approve on an advisory basis Fortive's named executive officer compensation.
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3. To approve the amendment and restatement of the 2016 Stock Incentive Plan to extend the term of the plan.
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4. To ratify the appointment of Ernst & Young LLP as Fortive's independent registered public accounting firm for the year ending December 31, 2025.
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5. To act upon a shareholder proposal regarding special shareholder meetings.
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Notice of 2025 Annual Meeting of Shareholders
When:
June 3, 2025 at
3:00 p.m., PDT.
Items of Business:
5 proposals as listed here
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 2025 Annual Meeting, together with a list of shareholders of record for inspection for any legally valid purpose, will be available at the 2025 Annual Meeting for shareholders of record at www.virtualshareholdermeeting.com/FTV2025. We are committed to ensuring that shareholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting. You will be able to attend the meeting online, vote your shares electronically, and submit questions and receive technical support during the virtual meeting.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON JUNE 3, 2025:
The Notice of Internet Availability, Notice of Annual Meeting, Proxy Statement and the Annual Report are available at: https://http://www.proxyvote.com.
By Order of the Board of Directors,
Daniel B. Kim Secretary April 21, 2025
Date of Mailing:
The date of mailing of this Proxy Statement is on or about April 21, 2025.
Who Can Vote: Shareholders of Fortive's common stock at the close of business on April 7, 2025.
Virtual-Only Meeting:
The 2025 Annual Meeting of Shareholders will be held in a virtual-only meeting format.
Where: www.virtualshareholder meeting.com/FTV2025
Table of Contents
About Fortive
2
Executive Compensation
Fortive Business System
2
Compensation Discussion and Analysis
43
Financial Performance Highlights
2
What Guides Our Program
49
Separation
3
2024 Executive Compensation in Detail
55
Proxy Voting Roadmap
4
Other Practices, Policies & Guidelines
66
PROPOSAL 1: Election of Directors
9
Compensation Committee Report
71
Directors
10
Executive Compensation Tables
72
Overview of Director Nominees
10
Pay Ratio Disclosure
80
Director Nominees
12
Pay vs. Performance
81
Corporate Governance
17
Equity Compensation Plan Information
84
Corporate Governance Overview 17
Corporate Governance Guidelines, Committee 18
Charters and Code of Conduct
Board Leadership Structure 18
Risk Oversight 19
Director Independence 22 Audit Committee Matters 94
Director Nomination Process
Shareholder Engagement
28
31
PROPOSAL 5: Shareholder Proposal Regarding Special Shareholder Meetings
96
Sustainability
33
Additional Information
99
Our Commitment to Sustainability
33
Annual Meeting Participation
99
Innovate for Impact
33
Outstanding Stock and Voting Rights
100
Empower Inclusive Teams
34
Voting Requirements with Respect to Each of the
101
Protect the Planet
34
Proposals Described in this Proxy Statement
Work & Source Responsibly
35
Ownership of Our Stock
104
Operate with Principle
35
Other Matters
106
Data Privacy
36
Shareholder Proposals for Next Year's
106
ESG Governance
36
Annual Meeting
Human Capital Management
37
Appendix A Non-GAAP Financial Measures
A-1
Board of Directors and Committees of the Board 23 Audit Committee Report 95
Business, Career Development, and Reward Systems
Employee Experience and Communication 38
Disclaimer
Fortive Corporation published this content on April 28, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 28, 2025 at 16:54 UTC.