UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 12, 2011
Thermo Fisher Scientific Inc.
(Exact Name of Registrant as Specified in its Charter)
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| Delaware
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1-8002
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04-2209186 |
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(State or Other Jurisdiction
of Incorporation
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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81 Wyman Street
Waltham, Massachusetts
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02451 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (781) 622-1000
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On July 12, 2011, by vote of the Board of Directors of Thermo Fisher Scientific Inc. (the
“Company”), Lars Rebien Sørensen was elected a director of the Company for a term expiring at the
2012 annual meeting. Mr. Sørensen was appointed to the board’s Corporate Social Responsibility
Committee.
Mr. Sørensen has served as President and Chief Executive Officer of Novo Nordisk A/S, a global
healthcare company with a leading position in diabetes care, since November 2000.
In connection with his service as a director, Mr. Sørensen will be entitled to receive the
Company’s previously disclosed standard agreements and arrangements for non-employee directors as
described in the “Director Compensation” section of the Company’s proxy statement for the 2011
annual meeting, which was filed with the SEC on April 8, 2011 (File No. 001-08002), and will enter
into the Company’s standard form of indemnification agreement, which was filed as Exhibit 10.2 to
the Company’s Registration Statement on Form S-4 (Reg. No. 333-90661).
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On and effective July 12, 2011, the Board of Directors of the Company approved amendments to
Sections 3, 4 and 5 of Article II of the Company’s By-Laws to eliminate the classified board of
directors. The amended bylaws provide that the declassification of the board will not shorten the
term of any incumbent director, so that all directors will be up for election annually beginning
with the 2014 annual meeting. The amended bylaws also provide that directors are subject to
removal by the stockholders with or without cause and that all directors elected from and after
July 12, 2011 will serve for a term expiring at the next annual meeting of stockholders following
such director’s election. In all cases, service as a director is until the election and
qualification of the director’s successor and is subject to the director’s earlier death,
resignation or removal.
A copy of the By-Laws of the Company, as amended and effective as of July 12, 2011, is filed
as Exhibit 3.1 to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
See Exhibit Index attached hereto.