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

Year.

At the 2022 Annual Meeting of Shareholders (the "Annual Meeting") of Fortive Corporation (the "Company") held on June 7, 2022, the Company's shareholders approved a proposal to amend the Company's Restated Certificate of Incorporation (the "COI") to eliminate the supermajority voting requirements (the "Supermajority Elimination Amendment") contained in the COI. No conforming amendments to the Company's Amended and Restated Bylaws (the "Bylaws") were required for the Supermajority Elimination Amendment.

A Certificate of Amendment setting forth the Supermajority Elimination Amendment was filed with the Secretary of State of the State of Delaware and became effective on June 7, 2022.

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

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

At the Annual Meeting held on June 7, 2022, 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 2023 Annual Meeting of Shareholders of the Company and until their successors are duly 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 309,812,413 2,060,294 102,305 13,170,247 Sharmistha Dubey 306,044,782 5,823,500 106,730 13,170,247 Rejji P. Hayes 309,993,848 1,876,522 104,642 13,170,247 Wright Lassiter III 311,126,841 738,963 109,208 13,170,247 James A. Lico

           311,140,504          737,946        96,562       13,170,247
Kate D. Mitchell        301,863,000       10,016,737        95,275       13,170,247
Jeannine Sargent        309,422,947        2,456,506        95,559       13,170,247
Alan G. Spoon           294,534,221       16,963,058       477,733       13,170,247

Proposal 2: 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                  279,559,346
Against               32,126,333
Abstain                  289,333
Broker Non-Votes      13,170,247

Proposal 3: To ratify the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2022. The proposal was approved by a vote of the shareholders as follows:



For         306,271,544
Against      18,743,133
Abstain         130,582



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Proposal 4: To approve an amendment to the Company's Restated Certificate of Incorporation to eliminate the supermajority voting requirements. The proposal was approved by a vote of the shareholders as follows



For                  311,641,333
Against                  189,617
Abstain                  144,062
Broker Non-Votes      13,170,247

Proposal 5: To consider and act upon a shareholder proposal regarding elimination of the supermajority voting requirements. The proposal was approved by a vote of the shareholders as follows:



For                  172,447,899
Against              139,179,137
Abstain                  347,976
Broker Non-Votes      13,170,247

Item 9.01 Financial Statements and Exhibits





  (d) Exhibits.



Exhibit
  No.       Description

3.1           Certificate of Amendment

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



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