ITEM 5.02  DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
           APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
           OFFICERS


(b)  On May 6, 2020, Thomas P. Joyce, Jr., President and Chief Executive Officer
of Danaher Corporation (the "Company" or "Danaher"), notified the Company that
he will step down from his position as President and Chief Executive Officer, as
a member of the Company's Board of Directors ("Board") and from each of the
Executive, Finance and Science & Technology Committees of the Board, in each
case as of September 1, 2020 (the "Effective Date"). As further discussed below,
from the Effective Date through February 28, 2021, Mr. Joyce will continue to be
employed as a Senior Advisor of the Company to assist in the leadership
transition.
(c)  On May 6, 2020, the Board appointed Rainer M. Blair, age 55: (1) as
President and Chief Executive Officer of the Company, effective as of September
1, 2020, and (2) to the Company's Board and to each of the Executive, Finance
and Science & Technology Committees of the Company's Board, in each case
effective as of the date of Mr. Blair's appointment as President and Chief
Executive Officer of the Company. Since joining Danaher in 2010, Mr. Blair has
served in a series of progressively more responsible general management
positions (and as a Danaher officer since 2014), including as Vice President -
Group Executive from March 2014 until January 2017 and as Executive Vice
President since January 2017.
The Company issued a press release on May 6, 2020 announcing Mr. Joyce's plan to
step down as President and Chief Executive Officer and the appointment of
Mr. Blair to replace Mr. Joyce. A copy of the press release is furnished as
Exhibit 99.1 to this report.
(d)  As a management director, Mr. Blair will receive no additional compensation
for his service on the Board of Directors. Mr. Blair has entered into an
indemnification agreement with Danaher, the form of which is disclosed as
Exhibit 10.27 to Danaher's Annual Report on Form 10-K for the year ended
December 31, 2019 and which is incorporated by reference herein. There is no
arrangement or understanding between Mr. Blair and any other person pursuant to
which he was appointed as a director of Danaher. There are no transactions in
which Mr. Blair has an interest requiring disclosure under Item 404(a) of
Regulation S-K.
(e)  To document Mr. Joyce's compensation during the period from September 1,
2020 through February 28, 2021 (the "continued employment period"), Danaher
entered into a letter agreement with Mr. Joyce on May 6, 2020 (the "Joyce
Agreement"). The Joyce Agreement provides that after Mr. Joyce steps down as
President and Chief Executive Officer and from the Board on September 1, 2020,
he will continue his employment at the Company as Senior Advisor through
February 28, 2021 to assist in the Company's leadership transition. Mr. Joyce's
annual base salary, health and welfare benefits and perquisites will continue
unchanged during the continued employment period (except that he will be
required to reimburse the Company for all personal use of the Company aircraft
during such period); his 2020 annual cash incentive compensation target award
opportunity will be pro-rated based on the percentage of the year he serves as
President and Chief Executive Officer; and all of his outstanding equity awards
will vest and be paid in accordance with the terms of the Company's 2007 Omnibus
Incentive Plan (the "Plan") and the applicable award agreements.
In connection with Mr. Blair's promotion to President and Chief Executive
Officer, the Compensation Committee:
•      increased his annual base salary rate from $873,600 to $1.1 million,
       effective as of the Effective Date;


•      modified his 2020 annual cash incentive compensation award opportunity
       under the Plan, effective as of the Effective Date, to provide that 66.6%
       of such award opportunity will be based on a target percentage of 125% and
       a base salary rate of $873,600 (reflecting the terms in effect during the
       portion of 2020 he is expected to serve as Executive Vice President), and
       33.4% of such award opportunity will be based on a target percentage of
       200% and a base salary rate of $1.1 million (reflecting the new terms
       applicable to the portion of 2020 he is expected to serve as President and
       Chief Executive Officer);


•      approved an equity award for him under the Plan with a grant date of May
       15, 2020 and a target award value of $2.067 million, split evenly between
       stock options and performance stock units ("PSUs"), in each case in a
       manner consistent with the Company's standard grant practices. One-half of
       the stock options will vest on each of the fourth and fifth anniversaries
       of the grant date. The PSUs will be subject to a three-year performance
       period and further two-year holding period, each as further described in
       the Compensation Discussion and Analysis section of the Company's 2020
       Annual Proxy Statement on Schedule 14A filed with the U.S. Securities and
       Exchange Commission on March 25, 2020; and

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•      approved relocation benefits in accordance with the Company's relocation
       policy for executives, parking, financial/tax planning and tax preparation
       services, an annual physical, and personal usage of the Company aircraft
       beginning on the Effective Date with any personal usage in excess of
       $125,000 per year subject to full reimbursement by Mr. Blair.


In addition, in connection with Mr. Blair's promotion, Danaher and Mr. Blair
entered into an Amended and Restated Agreement Regarding Competition and
Protection of Proprietary Interests (the "Blair Agreement"). Under the Blair
Agreement, during and for two years after Mr. Blair's employment with us,
subject to certain customary exceptions, he is prohibited from disclosing or
improperly using any of our confidential information; making any disparaging
comments about us; competing with us; selling to or soliciting purchases from
our customers and prospective customers; or hiring or soliciting any of our
current or recent employees, or otherwise assisting or encouraging any of our
employees to leave us, and during and for one year after his employment with us
he is prohibited from working for any Danaher customers or vendors in any role
in which he would use or disclose or threaten to use or disclose any of our
confidential information. In addition, with limited exceptions all intellectual
property that Mr. Blair develops in connection with his employment with us
belongs to us.
The Blair Agreement further provides that if we terminate Mr. Blair's employment
without "cause" or if he terminates his employment for "good reason" (each as
defined in the Blair Agreement) following the Effective Date, he will be
entitled to (1) a cash amount equal to twelve months of base salary at the rate
in effect on the date of termination (the "Termination Date," and the year in
which the Termination Date occurs is referred to as the "Termination Year"), (2)
the annual cash incentive compensation award for service in the calendar year
prior to the Termination Year, if it has not been paid prior to the Termination
Date (the "Accrued Obligation"), (3) a cash amount equal to his target annual
cash incentive compensation award for the Termination Year, and (4) a cash
amount equal to the product of (x) his target annual cash incentive compensation
award for the Termination Year, times (y) a fraction, the numerator of which is
the number of calendar days from the beginning of the Termination Year through
the Termination Date, and the denominator of which is 365; provided in each case
he signs and does not revoke a release of all claims. Any severance payments
paid under any other Danaher plan or agreement will diminish the severance
payments under the Blair Agreement on a dollar-for-dollar basis (except for the
Accrued Obligation).
The foregoing descriptions of the Joyce Agreement and the Blair Agreement do not
purport to be complete and are qualified in their entirety by reference to the
full text of the Joyce Agreement, listed as Exhibit 10.1 hereto, and the Blair
Agreement, listed as Exhibit 10.2 hereto, each of which is incorporated by
reference into this Item 5.02.

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS




The Company's annual meeting of shareholders was held on May 5, 2020. At the
annual meeting, the Company's shareholders voted on the following proposals:
1.  To elect the twelve directors named in the Company's proxy statement to
terms expiring in 2021. Each nominee for director was elected by a vote of the
shareholders as follows:
                                 For        Against    Abstain  Broker Non-Votes
Linda Hefner Filler          565,255,844   28,237,913  281,727        31,962,596
Thomas P. Joyce, Jr.         582,991,149   10,494,809  289,526        31,962,596
Jessica L. Mega, MD, MPH     593,226,081      265,445  283,958        31,962,596
Teri List-Stoll              463,988,388  129,414,702  372,394        31,962,596
Walter G. Lohr, Jr.          440,176,598  153,175,623  423,263        31,962,596
Mitchell P. Rales            569,008,774   24,478,998  287,713        31,962,596
Steven M. Rales              569,771,280   23,049,286  954,918        31,962,596
Pardis C. Sabeti, MD, D.Phil 593,205,689      263,763  306,032        31,962,596
John T. Schwieters           433,815,614  159,557,606  402,264        31,962,596
Alan G. Spoon                514,479,348   78,867,116  429,020        31,962,596
Raymond C. Stevens, Ph.D.    591,142,168    2,334,774  298,542        31,962,596
Elias A. Zerhouni, MD        582,012,594   11,463,396  299,494        31,962,596

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2. To ratify the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2020. The proposal was approved by a vote of shareholders as follows:



For     611,967,098
Against  13,206,794
Abstain     564,189

3. To approve on an advisory basis the Company's named executive officer compensation. The proposal was approved by a vote of shareholders as follows:



For              562,516,561
Against           30,631,028
Abstain              627,896

Broker Non-Votes 31,962,596

4. To act upon a shareholder proposal requesting that Danaher amend its governing documents to reduce the percentage of shares required for shareholders to call a special meeting of shareholders from 25% to 10%. The proposal was rejected by a vote of shareholders as follows:



For              241,912,136
Against          351,216,277
Abstain              647,072
Broker Non-Votes  31,962,596


ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS

        (c)   Exhibits

Exhibit No.   Description
   10.1         Agreement by and between the Company and Thomas P. Joyce, Jr. dated
              May 6, 2020.
   10.2         Amended and Restated Agreement Regarding Competition and Protection
              of Proprietary Interests by and between the Company and Rainer M.
              Blair, dated May 6, 2020.
   99.1         Press release - "Danaher Corporation Announces CEO Transition"
    104       Cover Page Interactive Data File (formatted as inline XBRL with
              applicable taxonomy extension information contained in Exhibits 101)

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