ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;

APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN

OFFICERS

On August 6, 2020, the Board of Directors of Fortive Corporation (the "Company") increased the size of the Company's Board from seven to eight members and appointed Sharmistha Dubey to the Board as a Class II director. The Board of Directors of the Company will be fully declassified at the 2021 Annual Meeting of the Shareholders. Ms. Dubey has not been appointed to any committee of the Company's Board. As a non-employee director, Ms. Dubey will receive the same compensation paid to other non-employee directors of the Company as disclosed in Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 26, 2020, which is incorporated by reference herein. Ms. Dubey has also entered into an indemnification agreement with the Company, the form of which is disclosed as Exhibit 10.10 to Amendment No. 2 to the Company's Registration Statement on Form 10, filed on April 7, 2016 and is incorporated by reference herein.

In connection with the appointment of Ms. Dubey, the Board also determined that Ms. Dubey is independent within the meaning of the listing standards of the New York Stock Exchange.

There is no arrangement or understanding between Ms. Dubey and any other person pursuant to which she was selected as a director of the Company. Furthermore, there are no transactions in which Ms. Dubey has an interest requiring disclosure under Item 404(a) of Regulation S-K.


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