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  • Doug Chia

Notes from the Danaher 2020 (Virtual) Annual Meeting

Updated: Jun 18

I was all set to attend the virtual annual meeting of Danaher Corporation today, which was originally supposed to take place in Washington, DC, but ran into trouble getting in. The meeting was scheduled to start at 3:00 p.m., so I went to the site at about 2:50. That's when the problem arose.


Trouble Getting In


The site asked for my control number and password. I entered both, but couldn't get in. "Invalid." The site did not say anything about how or where I could get technical help. So, I ended up having to enter as a guest with no ability to vote or ask questions. [Please see my UPDATE on how and why this happened.] I only found out later that there was a website where I could have gotten technical help, but it would have been more logical to put that on the log-in page itself since that's where technical issues will typically arise.


Notice


The company sent out a notice to shareholders on April 17 about the change to a virtual-only, audio-only annual meeting. This is a very good model of this type of notice, clearly outlining:


  • Reasons for the change ("due to the public health impact ofCOVID-19");

  • How to attend the virtual meeting as a shareholder of record, beneficial owner, or guest;

  • Where shareholders will be able to access the rules of order and list of shareholders of record;

  • How to ask questions at the meeting; and

  • How to vote your shares at the meeting.


The Proceedings


The meeting started promptly at 3:00. Shareholders (the ones who were able to enter the meeting site) were able to vote by clicking the "Cast Your Vote" link and submit questions in writing through the site. All viewers could easily access copies of the meeting agenda, rules of order, and proxy materials. The Chairman noted that all of the director nominees were on the line. He then went through the items on the agenda, and there were no questions or discussion on any of the standard items of business.


Shareholder Proposal


The proponent, John Chevedden, was on the line by phone and was asked to present his proposal. He could be heard loud and clear and gave a statement that ran about three and a half minutes.


Voting Results


After Chevedden read his statement, there were no questions, so the company announced the voting results.


  • All director nominees were re-elected by a majority vote.

  • The appointment of independent auditors was ratified with 98% support.

  • Say on Pay received 95% support.

  • The shareholder proposal (Reduce Percentage of Shares Required for Shareholders to Call a Special Meeting from 25% to 10%) received 47% support.


With that, the meeting was adjourned. Before opening up the Q&A, the Chairman read a very nice statement about a director, Donald J. Ehrlich, who was retiring at age 82, after 35 years on Danaher's board. No shareholder had submitted a question, so they waited about a minute to see if any were going to come in. None did. The End. 3:13 p.m. Yes, the entire affair, from start to finish, including a shareholder proposal and a fond farewell to a retiring director, lasted 13 minutes!


That's probably going to be typical of what you'll see from companies doing their virtual-only annual meetings for the first time this year. The fact is that most of the thousands of public company annual meetings each year consist of nothing more than the bare minimum since the votes are already in, only the directors, management, and maybe a few random shareholders are there, and rarely is there an issue that needs to be discussed. While we love to read about the annual meetings that attract passionate proponents, aggressive activists, displaced workers, angry retirees, and cause-specific protestors, that's a tiny proportion of annual meetings that take place in any given year. So, don't be late, and don't blink!



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