ITEM 2.02 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.




On May 9, 2023, Danaher Corporation ("Danaher") filed a Certificate of
Elimination with respect to the Company's 4.75% Series A Mandatory Convertible
Preferred Stock (the "Series A Preferred Stock") and the Company's 5.00% Series
B Mandatory Convertible Preferred Stock (the "Series B Preferred Stock" and
together with the Series A Preferred Stock, the "Preferred Stock"), which upon
filing with the Secretary of State of the State of Delaware ("Delaware
Secretary"), eliminated from the Restated Certificate of Incorporation, as
heretofore amended, all matters set forth in the Certificate of Designations
with respect to the Series A Preferred Stock filed with the Delaware Secretary
on February 28, 2019 and the Certificate of Designations with respect to the
Series B Preferred Stock filed with the Delaware Secretary on May 11, 2020.

Following the mandatory conversion of the outstanding shares of the Series A
Preferred Stock on April 15, 2022 and the outstanding shares of the Series B
Preferred Stock on April 17, 2023, there were no outstanding shares of the
Preferred Stock. A copy of the Certificate of Elimination relating to the
Preferred Stock is attached as Exhibit 3.1 to this Current Report on Form 8-K
and is incorporated herein by reference.

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company's annual meeting of shareholders was held on May 9, 2023. At the annual meeting, the Company's shareholders voted on the following proposals:



1.  To elect the fourteen directors named in the Company's proxy statement to
terms expiring in 2024. Each nominee for director was elected by a vote of the
shareholders as follows:

                                                                                                                                 Broker
                                                      For                    Against                   Abstain                  Non-Votes
Rainer M. Blair                                   611,495,206                8,477,626                  584,736                33,653,892
Feroz Dewan                                       611,422,260                8,525,436                  609,872                33,653,892
Linda Filler                                      547,198,114               71,820,943                1,538,511                33,653,892
Teri List                                         445,387,064              174,590,040                  580,464                33,653,892
Walter G. Lohr, Jr.                               568,952,661               51,010,966                  593,941                33,653,892
Jessica L. Mega, MD, MPH                          612,490,032                7,487,224                  580,312                33,653,892
Mitchell P. Rales                                 595,480,683               24,351,520                  725,365                33,653,892
Steven M. Rales                                   601,399,773               18,567,920                  589,875                33,653,892
Pardis C. Sabeti, MD, D. Phil                     605,695,033               14,259,949                  602,586                33,653,892
A. Shane Sanders                                  463,901,122              156,051,488                  604,958                33,653,892
John T. Schwieters                                428,128,701              190,873,326                1,555,541                33,653,892
Alan G. Spoon                                     535,224,853               84,736,149                  596,566                33,653,892
Raymond C. Stevens, PhD                           466,068,299              153,892,202                  597,067                33,653,892
Elias A. Zerhouni, MD                             591,338,842               28,622,621                  596,105                33,653,892


2.  To ratify the selection of Ernst & Young LLP as the Company's independent
registered public accounting firm for the year ending December 31, 2023. The
proposal was approved by a vote of shareholders as follows:

For        625,228,005
Against     28,119,329
Abstain        864,126

3. To approve on an advisory basis the Company's named executive officer compensation. The proposal was approved by a vote of shareholders as follows:



For                  587,524,847
Against               31,456,091
Abstain                1,576,630
Broker Non-Votes      33,653,892

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4. To hold an advisory vote relating to the frequency of future shareholder advisory votes on the Company's named executive officer compensation. The Company's shareholders voted as follows on this proposal:



One Year             613,562,329
Two Years                680,368
Three Years            5,693,280
Abstain                  621,591
Broker Non-Votes      33,653,892


Based on the voting results set forth above, the Company has adopted a policy to
hold an annual advisory vote on named executive officer compensation until the
next required vote on the frequency of shareholder advisory votes on the
Company's named executive officer compensation.

5. To act upon a shareholder proposal requesting adoption of a policy separating the Chair and CEO roles and requiring an independent Board Chair whenever possible. The proposal was rejected by a vote of shareholders as follows:



For                  237,279,981
Against              382,087,608
Abstain                1,189,979
Broker Non-Votes      33,653,892


6.  To act upon a shareholder proposal requesting a report to shareholders on
the effectiveness of the Company's diversity, equity and inclusion efforts. The
proposal was rejected by a vote of shareholders as follows:

For                   98,910,548
Against              515,382,635
Abstain                6,264,385
Broker Non-Votes      33,653,892


ITEM 9.01         FINANCIAL STATEMENTS AND EXHIBITS

              (c) Exhibits:

   Exhibit No.                         Description

       3.1                               Certificate of Elimination

relating to the Preferred Stock


       104                             Cover Page Interactive Data File

(formatted as inline XBRL with applicable


                                       taxonomy extension information contained in Exhibits 101)

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