Danaher completes spin-off of Veralto, distributes 246M shares; executive departs

Jennifer L. Honeycutt (Executive Vice President) submitted her resignation from her position as an executive officer at Danaher (but not at Veralto), effective as of the Distribution.

The Transition Services Agreement sets forth the terms and conditions pursuant to which Danaher and its subsidiaries and Veralto and its subsidiaries will provide to each other various services.

☐ ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT Agreements with Veralto Corporation On September 29, 2023, Danaher Corporation (“Danaher”) entered into definitive agreements with Veralto Corporation (“Veralto”), a wholly owned subsidiary of Danaher at that time, that, among other things, set forth the terms and conditions of the separation of Veralto from Danaher (the “Separation”) and the distribution of all of Veralto’s outstanding common stock to holders of Danaher common stock (the “Distribution”).

☐ ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT Agreements with Veralto Corporation On September 29, 2023, Danaher Corporation (“Danaher”) entered into definitive agreements with Veralto Corporation (“Veralto”), a wholly owned subsidiary of Danaher at that time, that, among other things, set forth the terms and conditions of the separation of Veralto from Danaher (the “Separation”) and the distribution of all of Veralto’s outstanding common stock to holders of Danaher common stock (the “Distribution”).

On September 29, 2023, Danaher Corporation (“Danaher”) entered into definitive agreements with Veralto Corporation (“Veralto”), a wholly owned subsidiary of Danaher at that time, that, among other things, set forth the terms and conditions of the separation of Veralto from Danaher (the “Separation”) and the distribution of all of Veralto’s outstanding common stock to holders of Danaher common stock (the “Distribution”).

The Tax Matters Agreement governs Danaher’s and Veralto’s respective rights, responsibilities and obligations after the Distribution with respect to tax liabilities (including taxes, if any, incurred as a result of any failure of the Distribution or certain related transactions to qualify for tax-free treatment for U.S. federal income tax purposes) and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and other matters regarding taxes.

The Intellectual Property Matters Agreement sets forth the terms and conditions pursuant to which Danaher has granted to Veralto a non-exclusive, fully paid-up, irrevocable, sublicensable (subject to the restriction below), worldwide and royalty-free license to use certain intellectual property rights retained by Danaher.

The Employee Matters Agreement sets forth, among other things, Veralto’s and Danaher’s compensation and employee benefit obligations with respect to the employees and other service providers of each company, and generally will allocate liabilities and responsibilities relating to employment matters and employee compensation and benefit plans and programs.