Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 23, 2022, the Board of Directors of Thermo Fisher Scientific Inc.
(the "Company") increased the size of its board to thirteen members and elected
Ruby R. Chandy as a director of the Company for a term expiring at the Company's
2022 annual meeting, both effective as of March 1, 2022. Ms. Chandy will serve
on the Audit Committee of the Board.
Ms. Chandy was the president of the Industrial Division of Pall Corporation, a
leading supplier of filtration, separation, and purification technologies.
Previously, Ms. Chandy was chief marketing officer at the Dow Chemical Company
and Rohm and Haas Corporation. Ms. Chandy currently serves on the board of
directors of DuPont de Nemours, Inc. and Flowserve Corporation. She also serves
on the Advisory Board of Pritzker Private Capital, the MIT Sloan Americas
Executive Board and is a mentor-in-residence at the University of Pennsylvania
Penn Center for Innovation (PCI).
In connection with her service as a director, Ms. Chandy will be entitled to
receive the Company's standard agreements and arrangements for non-employee
directors, a description of which is filed as Exhibit 10.1 to this Current
Report on Form 8-K and is incorporated herein by reference, and will enter into
the Company's standard form of indemnification agreement, which was filed as
Exhibit 10.2 to the Company's Registration Statement on Form S-4 (Reg. No.
333-90661).
Also on February 23, 2022, Thomas J. Lynch, who has served as a director of the
Company since 2009, and as Lead Director since 2020, advised the Board that he
plans to retire from the Board when his current term as a director expires at
the 2022 annual meeting. Mr. Lynch's decision was not due to any disagreement
with the Company on any matter relating to the Company's operations, policies or
practices. The Company expects that the Board will be decreased in size to
twelve upon the election of directors at the 2022 annual meeting.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Description
Number
10.1 Summary of Thermo Fisher Scientific Inc. Annual Non-Management Director
Compensation .
104 Cover Page Interactive Data File (embedded with the Inline XBRL document).
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THERMO FISHER SCIENTIFIC INC.
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