Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

At the 2021 Annual Meeting of Shareholders (the "Annual Meeting") of Fortive Corporation (the "Company") held on June 8, 2021, the Company's shareholders approved a proposal to amend the Company's Amended and Restated Certificate of Incorporation (the "Special Meeting Amendment") to allow holders of record who own at least 25% of the Company's outstanding shares of common stock and who otherwise comply with the requirements set forth in the Company's Amended and Restated Bylaws, as amended from time to time, to request that a special meeting of shareholders be called. In addition, to conform the Amended and Restated Bylaws to the Special Meeting Amendment and to specify the procedures for shareholder-requested special meetings, in each case, as further described in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 26, 2021 (the "Proxy Statement"), the Board of Directors previously approved a corresponding amendment to the Company's Amended and Restated Bylaws (the "Bylaw Amendment"), contingent upon shareholder approval of the Special Meeting Amendment at the Annual Meeting.

A Certificate of Amendment (the "Certificate of Amendment") setting forth the Special Meeting Amendment was filed with the Secretary of State of the State of Delaware and became effective on June 9, 2021.

The Company's Amended and Restated Bylaws were further amended and restated to incorporate the Bylaw Amendment (as so amended and restated, the "New Bylaws"), which New Bylaws became effective concurrently with the effectiveness of the Certificate of Amendment on June 9, 2021.

The foregoing description is qualified in its entirety by reference to the text of the Certificate of Amendment and the New Bylaws attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting held on June 8, 2021, the Company's shareholders voted on the following five proposals:

Proposal 1: To elect the eight directors named in the Proxy Statement to terms expiring at the 2022 Annual Meeting of Shareholders of the Company and until their successors are elected and qualified. Each nominee for director was elected by a vote of the shareholders as follows:





                                                                    Broker Non-
                        For            Against         Abstain         Votes
Daniel L. Comas      292,326,425           85,966       142,000       11,401,950
Feroz Dewan          291,697,521          702,563       154,307       11,401,950
Sharmistha Dubey     291,220,258        1,182,503       151,630       11,401,950
Rejji P. Hayes       291,077,812        1,319,751       156,828       11,401,950
James A. Lico        292,336,046           95,300       123,045       11,401,950
Kate D. Mitchell     285,543,386        6,866,510       144,495       11,401,950
Jeannine Sargent     288,807,613        3,601,047       145,731       11,401,950
Alan G. Spoon        270,145,163       21,654,012       755,216       11,401,950

Proposal 2: To ratify the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2021. The proposal was approved by a vote of the shareholders as follows:





For         296,672,810
Against       1,770,091
Abstain       5,513,440




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





For                  255,155,680
Against               37,111,390
Abstain                  287,321
Broker Non-Votes      11,401,950

Proposal 4: To approve an amendment to the Company's Amended and Restated Certificate of Incorporation to allow holders of at least 25% of the Company's outstanding shares of common stock to call a special meeting of the shareholders. The proposal was approved by a vote of the shareholders as follows:





For                  292,158,870
Against                  227,153
Abstain                  168,368
Broker Non-Votes      11,401,950

Proposal 5: To consider and act upon a shareholder proposal regarding shareholders' ability to act by written consent. The proposal was rejected by a vote of the shareholders as follows:





For                  114,239,205
Against              177,126,884
Abstain                1,188,302
Broker Non-Votes      11,401,950

Item 9.01 Financial Statements and Exhibits




(d)   Exhibits.



Exhibit No.       Description

3.1                 Certificate of Amendment

3.2                 Amended and Restated Bylaws

104               Cover Page Interactive Data File (embedded within the Inline XBRL
                  document)




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