ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS
(b) On March 10, 2021, Mitchell P. Rales and Steven M. Rales notified the Board
of Directors (the "Board") of Fortive Corporation (the "Company") that they have
elected not to stand for re-election as directors at the Company's 2021 Annual
Meeting of Shareholders (the "Annual Meeting") to be held on June 8, 2021, and
will retire from the Board effective on the date of the Annual Meeting. On
March 10, 2021, the Board approved the reduction of the size of the Board from
ten to eight subject to, and concurrently with, the effectiveness of the
retirement of Messrs. Rales and Rales from the Board on the date of the Annual
Meeting.
(d) On March 10, 2021, the Board increased the size of the Board from nine to
ten members and appointed Daniel L. Comas to the Board as a Class III director
with a term expiring at the Annual Meeting. The Board of Directors will be fully
declassified at the Annual Meeting.
As a non-employee director, Mr. Comas will receive the same compensation paid to
other non-employee directors of the Company as disclosed in Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the quarter ended June 26, 2020,
which is incorporated by reference herein. Mr. Comas has also entered into an
indemnification agreement with the Company, the form of which is disclosed as
Exhibit 10.10 to Amendment No. 2 to the Company's Registration Statement on Form
10, filed on April 7, 2016 and is incorporated by reference herein.
In connection with the appointment of Mr. Comas, the Board also determined that
Mr. Comas is independent within the meaning of the listing standards of the New
York Stock Exchange.
There is no arrangement or understanding between Mr. Comas and any other person
pursuant to which he was selected as a director of the Company.
Until December 31, 2020, Mr. Comas served as an executive officer of Danaher
Corporation ("Danaher"). Certain subsidiaries of the Company sell products and
services to, or purchase products and services from, Danaher from time to time
in the ordinary course of business and on an arms'-length basis. In 2020, under
arms'-length leasing arrangements, the Company paid to Danaher approximately
$1.4 million. Furthermore, in 2020, certain subsidiaries of the Company
purchased approximately $12.3 million of products from, and sold approximately
$13.0 million of products to, Danaher, which in each case was less than 0.3% of
the Company's, and of Danaher's, revenues for 2020. The Company's subsidiaries
intend to sell products to and purchase products from Danaher in the future in
the ordinary course of their businesses and on an arms'-length basis.
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FORTIVE CORPORATION 
