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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

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FORM 8-K

 

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CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported) April 15, 2005

 

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Danaher Corporation

(Exact Name of Registrant as Specified in Its Charter)

 

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Delaware

(State or Other Jurisdiction of Incorporation)

 

001-08089		59-1995548
(Commission File Number)		(IRS Employer Identification No.)

 

2099 Pennsylvania Ave., N.W., 12th Floor, Washington, D.C.		20006-1813
(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)

 

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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))

 

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Item 8.01 Other Events

 

At our 2005 Annual Meeting scheduled for May 4, 2005, our stockholders will be asked to approve an amendment to our Amended and Restated 1998 Stock Option Plan to increase the number of shares of common stock authorized for grant from 45 million to 60 million. Our management intends to recommend to the Compensation Committee of the Company’s Board of Directors that no more than 2,500,000 shares of restricted stock or shares underlying restricted stock units (subject to appropriate adjustment in the event of a stock split, recapitalization or similar event) be granted under the Plan following the 2005 Annual Meeting.

 

 

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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 hereunto duly authorized.

 

 

Dated: April 15, 2005