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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):
March 5, 2010
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 |
(State or other
jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification Number) |
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81 Wyman Street
Waltham, Massachusetts
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02451 |
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(Zip Code) |
(781) 622-1000
(Registrant’s telephone
number including area code)
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))
TABLE OF CONTENTS
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
Compensatory Arrangements of Certain Officers
On March 5, 2010,
in connection with the Company’s annual equity grant to employees, the Compensation
Committee of the Board of Directors (the “Compensation Committee”) of Thermo Fisher Scientific Inc.
(the “Company”) took the following actions relating to executive compensation, including for the
Company’s named executive officers:
Stock Options —
Approval of Grant for March 5, 2010. The Compensation Committee
granted stock options to Peter M. Wilver, Alan J. Malus and Seth H. Hoogasian, under the Company’s 2008 Stock
Incentive Plan. The stock option grants are evidenced by the Company’s standard form of Stock
Option Agreement for officers, a copy of which is on file with the SEC. Certain of the options (a)
vest in equal annual installments over the four-year period commencing on the first anniversary of
the date of grant (i.e., the first 1/4 of the stock option grant would vest on the first
anniversary of the date of grant) so long as the executive officer is employed by the Company on
each such date (subject to certain exceptions), (b) have an exercise price equal to the closing
price of the Company’s common stock on the New York Stock Exchange on the date of grant, and (c)
have a term of 7 years from such date. Certain of the options (a) vest in equal annual
installments over the four-year period commencing on the second anniversary of the date of grant
(i.e., the first 1/4 of the stock option grant would vest on the second anniversary of the date of
grant) so long as the executive officer is employed by the Company on each such date (subject to
certain exceptions), (b) have an exercise price equal to the closing price of the Company’s common
stock on the New York Stock Exchange on the date of grant, and (c) have a term of 7 years from such
date. The stock option grants approved by the Compensation Committee for the named executive
officers are set forth in the table below.
Restricted Stock Units — Approval of Grants for March 5, 2010. The Compensation
Committee granted time-based restricted stock units to Messrs. Wilver, Malus and Hoogasian, under
the Company’s 2008 Stock Incentive Plan. The time-based restricted stock unit grants are evidenced
by the Company’s form of Restricted Stock Unit Agreement which is filed with this Current Report on
Form 8-K as Exhibit 10.1. The time-based restricted stock units vest in equal annual installments
over the three-year period commencing on the date of grant (i.e., the first 1/3 of a restricted
stock unit grant would vest on the first anniversary of the date of grant) so long as the executive
officer is employed by the Company on each such date (subject to certain exceptions).
The Compensation Committee also granted performance-based restricted stock units to Messrs.
Wilver, Malus and Hoogasian, under the Company’s 2008 Stock Incentive Plan. The performance-based
restricted stock units are evidenced by the form of Performance Restricted Stock Unit Agreement
which is filed with this Current Report on Form 8-K as Exhibit 10.2. In connection with the awards
of performance-based restricted stock units, the Compensation Committee adopted as a performance
goal the measure Company stock price. The number of performance-based restricted stock units to be
earned is based on the Company’s total shareholder return for the applicable measurement period,
relative to the performance of the S&P 500 Industrials Index for the same period, assuming
continued employment, subject to certain exceptions. The vesting of the performance-based
restricted stock unit awards is as follows: up to fifty percent (50%) of the maximum restricted
stock units would vest on the day the Compensation Committee certifies the performance level
achieved for the first measurement period (January 1, 2010 through June 30,
2011), and up to fifty percent (50%) of the
maximum restricted stock units would vest on the
day the Compensation Committee certifies the performance level achieved for the second measurement
period (January 1, 2010 through December 31, 2012), less the amount of restricted stock units that
vested in connection with the first measurement period (but not less than zero), so long as the
executive officer is employed by the Company on each such date (subject to certain exceptions).
The time-based
restricted stock unit grants and the minimum, target and maximum number of
achievable performance-based restricted stock unit grants approved by the Compensation Committee
for the Company’s named executive officers are set forth in the table below.
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Securities |
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Underlying |
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Securities |
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March 5, 2010 |
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Securities Underlying March 5, |
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Securities |
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Underlying |
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Time-Based |
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2010 Performance-Based |
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Underlying March 5, |
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March 5, 2010 |
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Restricted Stock |
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Restricted Stock Unit Grant |
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2010 Option Grant(1) |
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Option Grant(2) |
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Unit Grant |
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Minimum |
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Target |
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Maximum |
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Marc N. Casper
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President and Chief
Executive
Officer(3) |
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Peter M. Wilver
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50,700 |
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18,100 |
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10,900 |
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0 |
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10,600 |
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16,960 |
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Senior Vice
President, Chief
Financial Officer |
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Alan J. Malus
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53,300 |
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29,000 |
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11,600 |
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11,200 |
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17,920 |
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Senior Vice
President |
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Seth H. Hoogasian
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24,300 |
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7,250 |
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5,200 |
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5,100 |
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8,160 |
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Senior Vice
President, General
Counsel and
Secretary |
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Marijn E. Dekkers
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Former President
and Chief Executive
Officer(4) |
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| (1) |
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Options vest in equal annual installments over the four-year
period commencing on the first anniversary of the date of grant. |
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Options vest in equal annual installments over the four-year
period commencing on the second anniversary of the date of grant. |
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Mr. Casper was awarded stock options, and time-based and performance-based restricted
stock units in November 2009, in connection with his appointment as President and Chief Executive
Officer. |
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Mr. Dekkers resigned from the Company on September 15, 2009, effective October 15, 2009. |
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are filed herewith:
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| Exhibit No. |
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Description |
10.1 |
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Form of Thermo Fisher Scientific
Inc.’s March 2010 Restricted Stock Unit Agreement |
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10.2 |
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Form of Thermo Fisher Scientific
Inc.’s March 2010 Performance Restricted Stock Unit Agreement |
SIGNATURE
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 thereunto duly authorized, on this
10th day of March, 2010.
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THERMO FISHER SCIENTIFIC INC.
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By: |
/s/ Seth H. Hoogasian
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Seth H. Hoogasian |
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Senior Vice President, General Counsel and Secretary |
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EXHIBIT INDEX
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| Exhibit No. |
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Description |
10.1
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Form of Thermo Fisher Scientific Inc.’s March 2010 Restricted Stock Unit Agreement |
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10.2
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Form of Thermo Fisher Scientific Inc.’s March 2010 Performance Restricted Stock Unit
Agreement |