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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
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): June 16, 2024
__________________

DANAHER CORPORATION
| (Exact Name of Registrant as Specified in Its Charter) |

__________________

Delaware | 001-08089 | 59-1995548
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.)
2200 Pennsylvania Avenue, N.W., |  | 20037-1701
Suite 800W |
Washington, | DC |
(Address of Principal Executive Offices) |  | (Zip Code)

202-828-0850
(Registrant’s Telephone Number, Including Area Code)

Not applicable
(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):

☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class | Trading Symbol(s) | Name of each exchange on which registered
Common stock, $0.01 par value | DHR | New York Stock Exchange
0.200% Senior Notes due 2026 | DHR/26 | New York Stock Exchange
2.100% Senior Notes due 2026 | DHR 26 | New York Stock Exchange
1.200% Senior Notes due 2027 | DHR/27 | New York Stock Exchange
0.450% Senior Notes due 2028 | DHR/28 | New York Stock Exchange
2.500% Senior Notes due 2030 | DHR 30 | New York Stock Exchange
0.750% Senior Notes due 2031 | DHR/31 | New York Stock Exchange
1.350% Senior Notes due 2039 | DHR/39 | New York Stock Exchange
1.800% Senior Notes due 2049 | DHR/49 | New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company |  | ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

(b) On June 16, 2024, Joakim Weidemanis, Executive Vice President of Danaher Corporation (the “Company” or “Danaher”), notified the Company that he will step down from such position as of July 1, 2024. Following July 1, 2024, Mr. Weidemanis is expected to remain employed with, and provide transition services to, Danaher through September 30, 2024.
(e) In connection with Mr. Weidemanis’ decision to step down from his role as Executive Vice President, he and Danaher have entered into a Transition Agreement to govern Mr. Weidemanis’ employment with Danaher from July 1, 2024 through September 30, 2024 (“Transition Period”). The Transition Agreement provides that Mr. Weidemanis’ salary during the Transition Period continues at the same annual rate as immediately preceding such period; Mr. Weidemanis is entitled to a pro-rated 2024 cash incentive compensation award based on his existing 2024 target award opportunity, a personal performance factor of 1.0 and a Company performance factor as determined by the Company in the normal course; and Mr. Weidemanis provides a standard release of claims. The agreement also provides that if the Company terminates Mr. Weidemanis without good reason during the Transition Period, he will be entitled to his salary and pro-rated 2024 cash incentive compensation award for the full Transition Period. The foregoing description of the Transition Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Transition Agreement, filed as Exhibit 10.1 hereto, which is incorporated by reference into this Item 5.02.

ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS
(c) | Exhibits:
Exhibit No. |  | Description
10.1 |  |  | Transition Agreement by and between Danaher Corporation and Joakim Weidemanis, dated as of June 16, 2024
104 |  |  | Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

|  |  | DANAHER CORPORATION
Date: | June 20, 2024 | By: | /s/ James F. O'Reilly
|  |  | James F. O'Reilly
|  |  | Senior Vice President, Deputy General Counsel and Secretary