Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On August 31, 2024, James A. Lico notified the Board of Directors of Fortive Corporation (the “Company” or “Fortive”) of his decision to retire as President and Chief Executive Officer, and as a director, of the Company, effective upon the consummation of the proposed spin-off (the “Proposed Spin-Off”) of the Company’s Precision Technologies segment into a separate, publicly-traded company (“NewCo”). The Proposed Spin-Off is currently anticipated to be consummated in the fourth quarter of 2025.
In addition, on August 30, 2024, Charles E. McLaughlin notified the Company of his decision to retire as Senior Vice President and Chief Financial Officer of the Company by the end of the first quarter of 2025.
Item 7.01. Regulation FD Disclosure
On September 4, 2024, the Company issued a press release (the “Spin Press Release”) announcing that its Board of Directors authorized management to pursue the Proposed Spin-Off of NewCo.
In addition, the Company announced that Olumide Soroye, the Company’s current President and Chief Executive Officer of the Intelligent Operating Solutions segment, is expected to be appointed, effective as of the consummation of the Proposed Spin-Off, as President and Chief Executive Officer, and as a director, of the Company.
Furthermore, the Company announced that Tamara S. Newcombe, the Company’s current President and Chief Executive Officer of the Precision Technologies and Advanced Healthcare Solutions segments, is expected to be appointed as President and Chief Executive Officer of NewCo in connection with the Proposed Spin-Off.
The Company further announced in the Spin Press Release its updated capital allocation strategies through the consummation of the Proposed Spin-Off.
In the Spin Press Release, the Company also announced that, as of the date of the Spin Press Release, it is reaffirming its previously announced financial guidance for the third fiscal quarter of 2024 and for the fiscal year of 2024.
A copy of the Spin Press Release is furnished herewith as Exhibit 99.1 and incorporated by reference herein. The information set forth in this Item 7.01 of this Current Report on Form 8-K and the Spin Press Release attached hereto as Exhibit 99.1 are being furnished pursuant to Item 7.01 of Form 8-K. This Item 7.01 of this Current Report on Form 8-K and the Spin Press Release attached hereto as Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Forward-Looking Statements
Statements in this Current Report on Form 8-K, including in the Spin Press Release incorporated herein by reference, that are not strictly historical, including the statements regarding the Proposed Spin-Off, the expected timeline for completing the transaction, future investment opportunities for the businesses, the anticipated future growth margin expansion and other financial and operating performance, the anticipated leadership transitions, anticipated benefits and synergies of the transaction, the strategic and competitive advantages, anticipated financial results in the third quarter and full year 2024, secular trends, future share repurchases, future prospects, shareholder value, and any other statements regarding events or developments that we believe or anticipate will or may occur in the future or that use forward-looking terms such as “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “should,” “will,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,” “trajectory” or the negative of these terms or other comparable terms are “forward-looking” statements within the meaning of the federal securities laws. There are a number of important factors that could cause actual results, developments and business decisions to differ materially from those suggested or indicated by such forward-looking statements and you should not place undue reliance on any such forward-looking statements. These factors include, among other things, the uncertainty of regulatory approvals and the risk that such approvals and other consents or approvals required in connection with the Proposed Spin-Off will not be received or obtained within the expected time frame, on the expected terms or at all, risks associated with the impact, timing or