--- schema_version: "secwatch.filing_event.v1" accession: "0000313616-23-000252" form_type: "8-K" ticker: "DHR" cik: "0000313616" company_name: "DANAHER CORP /DE/" filed_at: "2023-10-02T23:59:59+00:00" generated_at: "2026-06-10T06:38:13.330999+00:00" event_type: "other_material" sentiment: "positive" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # Danaher completes spin-off of Veralto, distributes 246M shares; executive departs ## Summary - Danaher completed spin-off of Veralto; stockholders received 1 VLTO share per 3 DHR shares held on Sep 13. - Approximately 246 million Veralto shares distributed; Veralto begins trading on NYSE under VLTO on Oct 2. - Jennifer L. Honeycutt resigned as EVP of Danaher effective at the Distribution; remains executive at Veralto. - Danaher and Veralto entered into Separation, Tax, Transition Services, IP, and DBS License agreements effective Sep 29. ## SEC filing metadata - accession: 0000313616-23-000252 - form_type: 8-K - ticker: DHR - cik: 0000313616 - company_name: DANAHER CORP /DE/ - filed_at: 2023-10-02T23:59:59+00:00 - event_type: other_material - sentiment: positive - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 5.02, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/313616/000031361623000252/0000313616-23-000252-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/313616/000031361623000252/dhr-20230929.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000313616-23-000252 - JSON: https://secwatch.observer/filing/0000313616-23-000252.json - Plain text: https://secwatch.observer/filing/0000313616-23-000252.txt ## Key facts - Executive change Jennifer L. Honeycutt departed as Executive Vice President at DANAHER CORP /DE/. - Action: submitted her resignation - Role: Executive Vice President source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/313616/000031361623000252/0000313616-23-000252-index.htm - Material Agreements DANAHER CORP /DE/ entered into Transition Services Agreement with Veralto Corporation valued at Provision of various transition services including IT, facilities, accounting, and administrative se (effective 2023-09-29). - Action: entry - Counterparty: Veralto Corporation - Value: Provision of various transition services including IT, facilities, accounting, and administrative se - Effective: 2023-09-29 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/313616/000031361623000252/0000313616-23-000252-index.htm - Material Agreements DANAHER CORP /DE/ entered into DBS License Agreement with Veralto Corporation valued at License of DBS (Danaher Business System) intellectual property (effective 2023-09-29). - Action: entry - Agreement: license - Counterparty: Veralto Corporation - Value: License of DBS (Danaher Business System) intellectual property - Effective: 2023-09-29 source text: ☐ 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/313616/000031361623000252/0000313616-23-000252-index.htm - Material Agreements DANAHER CORP /DE/ entered into Framework Agreement with Veralto Corporation valued at Framework for ongoing relationship (effective 2023-09-29). - Action: entry - Counterparty: Veralto Corporation - Value: Framework for ongoing relationship - Effective: 2023-09-29 source text: ☐ 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/313616/000031361623000252/0000313616-23-000252-index.htm - Material Agreements DANAHER CORP /DE/ entered into Separation and Distribution Agreement with Veralto Corporation valued at Separation of Veralto from Danaher (effective 2023-09-29). - Action: entry - Agreement: supply - Counterparty: Veralto Corporation - Value: Separation of Veralto from Danaher - Effective: 2023-09-29 source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/313616/000031361623000252/0000313616-23-000252-index.htm - Material Agreements DANAHER CORP /DE/ entered into Tax Matters Agreement with Veralto Corporation valued at Tax liabilities and benefits allocation (effective 2023-09-29). - Action: entry - Counterparty: Veralto Corporation - Value: Tax liabilities and benefits allocation - Effective: 2023-09-29 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/313616/000031361623000252/0000313616-23-000252-index.htm - Material Agreements DANAHER CORP /DE/ entered into Intellectual Property Matters Agreement with Veralto Corporation valued at License of certain intellectual property rights (effective 2023-09-29). - Action: entry - Agreement: license - Counterparty: Veralto Corporation - Value: License of certain intellectual property rights - Effective: 2023-09-29 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/313616/000031361623000252/0000313616-23-000252-index.htm - Material Agreements DANAHER CORP /DE/ entered into Employee Matters Agreement with Veralto Corporation valued at Compensation and employee benefit obligations allocation (effective 2023-09-29). - Action: entry - Counterparty: Veralto Corporation - Value: Compensation and employee benefit obligations allocation - Effective: 2023-09-29 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/313616/000031361623000252/0000313616-23-000252-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.