ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENT OF CERTAIN OFFICERS
On November 30, 2021, the board of directors (the "Board") of Envista Holdings
Corporation ("Envista") appointed Barbara B. Hulit, Senior Vice President of
Fortive Corporation ("Fortive") and President and CEO of Fortive's Advanced
Healthcare Solutions, as a Class I director of Envista and as a member of the
Audit Committee of the Board, effective December 1, 2021. In connection with
such appointment, the Board determined that Ms. Hulit is independent within the
meaning of the listing standards of the New York Stock Exchange and also meets
the standards of director independence for audit committee members set forth in
Rule 10A-3 of the General Rules and Regulations under the Securities Exchange
Act of 1934, as amended.
In connection with Ms. Hulit's appointment to the Board, and consistent with the
Board's current compensation arrangements for non-employee directors as
described in Envista's Definitive Proxy Statement for its 2021 Annual Meeting of
Stockholders, as filed with the Securities and Exchange Commission (the
"Commission") on April 12, 2021, Ms. Hulit will be eligible to receive the
Company's standard annual retainer, pro-rated for the remainder of the Company's
2021 fiscal year. Ms. Hulit also will be eligible to receive equity awards as
part of the Company's standard compensation for non-employee directors, as well
as reimbursement of expenses.
Ms. Hulit has also entered into an indemnification agreement with Envista, the
form of which was filed as Exhibit 10.20 to Envista's Registration Statement on
Form S-1 (File No. 333-232758) filed with the Commission on July 22, 2019 and
which is incorporated herein by reference.
There is no arrangement or understanding between Ms. Hulit and any other person
pursuant to which she was selected as a director of Envista. There are no
transactions in which Ms. Hulit has an interest requiring disclosure under Item
404(a) of Regulation S-K.
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