8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 10, 2022

THERMO FISHER SCIENTIFIC INC.

(Exact name of Registrant as specified in its Charter)

Delaware	1-8002	04-2209186
(State of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

168 Third Avenue

Waltham, Massachusetts 02451

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (781) 622-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1.00 par value	TMO	New York Stock Exchange
0.750% Notes due 2024	TMO 24A	New York Stock Exchange
0.125% Notes due 2025	TMO 25B	New York Stock Exchange
2.000% Notes due 2025	TMO 25	New York Stock Exchange
1.400% Notes due 2026	TMO 26A	New York Stock Exchange
1.450% Notes due 2027	TMO 27	New York Stock Exchange
1.750% Notes due 2027	TMO 27B	New York Stock Exchange
0.500% Notes due 2028	TMO 28A	New York Stock Exchange
1.375% Notes due 2028	TMO 28	New York Stock Exchange
1.950% Notes due 2029	TMO 29	New York Stock Exchange
0.875% Notes due 2031	TMO 31	New York Stock Exchange
2.375% Notes due 2032	TMO 32	New York Stock Exchange
2.875% Notes due 2037	TMO 37	New York Stock Exchange
1.500% Notes due 2039	TMO 39	New York Stock Exchange
1.875% Notes due 2049	TMO 49	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

                                 ☐  Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendment of Compensatory Arrangements

On November 10, 2022, the Compensation Committee of the Board of Directors of the Registrant (the “Committee”) approved amendments to certain of the equity compensation agreements of Marc N. Casper, the Registrant’s Chairman, President and Chief Executive Officer, to align the retirement vesting provisions in Mr. Casper’s equity award agreements with those granted to all other officers of the Registrant. The amended provisions relate to the vesting and exercise of his equity awards in the event of retirement.

In approving the amendments to Mr. Casper’s equity compensation agreements, the Committee determined that aligning the terms of Mr. Casper’s awards with those of other members of the Registrant’s management team was appropriate and in the best interests of the Registrant and its stockholders.

The foregoing description is qualified in its entirety by reference to the letter agreement with Mr. Casper outlining the terms of the equity award agreement amendments, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01     Financial Statements and Exhibits

(d)    Exhibits

10.1	Letter Agreement by and between Marc N. Casper and Thermo Fisher Scientific Inc., dated as of November 10, 2022
104	Cover Page Interactive Data File (embedded with the Inline XBRL document).

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		THERMO FISHER SCIENTIFIC INC.
Date:	November 14, 2022	By:	/s/ Michael A. Boxer
			Michael A. Boxer
			Senior Vice President and General Counsel

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EX-10.1

Exhibit 10.1

November 10, 2022

Marc N. Casper

c/o Thermo Fisher Scientific Inc.

168 Third Avenue

Waltham, Massachusetts 02451

Dear Marc,

This letter relates to your outstanding stock options (originally granted between 2017 and 2022) and your outstanding time-based and performance-based restricted stock units (originally granted between 2020 and 2022).

The purpose of this letter is to memorialize that as of the date of this letter, Thermo Fisher Scientific Inc. (the “Company”) is amending each of the equity awards referenced above to align its terms relating to retirement with those granted to other Company Officers. Accordingly, each such award is hereby amended, as applicable, to include the retirement vesting provisions previously included in similarly dated awards granted to the other Company Officers. More specifically, for the avoidance of doubt, the amended provisions provide for accelerated vesting of outstanding equity awards upon retirement and extend the right to exercise options through the original expiration date (excluding grants made during the 2-year period preceding retirement).

The Compensation Committee of the Board of Directors of the Company has authorized the Company to enter into formal amendments of each such award to further implement the foregoing.

	THERMO FISHER SCIENTIFIC INC.
	By:	/s/ Lisa P. Britt
	Name:	Lisa P. Britt
	Title:	Senior Vice President and
		Chief Human Resources Officer
Acknowledged and agreed:
/s/ Marc N. Casper
Marc N. Casper

XML

Document and Entity Information	Nov. 10, 2022
Entity Listings [Line Items]
Document Type	8-K
Document Period End Date	Nov. 10, 2022
Entity Registrant Name	THERMO FISHER SCIENTIFIC INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	1-8002
Entity Tax Identification Number	04-2209186
Entity Address, Address Line One	168 Third Avenue
Entity Address, City or Town	Waltham
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02451
City Area Code	781
Local Phone Number	622-1000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000097745
Amendment Flag	false
Common Stock, $1.00 par value
Entity Listings [Line Items]
Title of 12(b) Security	Common Stock, $1.00 par value
Trading Symbol	TMO
Security Exchange Name	NYSE
0.750% Notes due 2024
Entity Listings [Line Items]
Title of 12(b) Security	0.750% Notes due 2024
Trading Symbol	TMO 24A
Security Exchange Name	NYSE
0.125% Notes due 2025
Entity Listings [Line Items]
Title of 12(b) Security	0.125% Notes due 2025
Trading Symbol	TMO 25B
Security Exchange Name	NYSE
2.000% Notes due 2025
Entity Listings [Line Items]
Title of 12(b) Security	2.000% Notes due 2025
Trading Symbol	TMO 25
Security Exchange Name	NYSE
1.400% Notes due 2026
Entity Listings [Line Items]
Title of 12(b) Security	1.400% Notes due 2026
Trading Symbol	TMO 26A
Security Exchange Name	NYSE
1.450% Notes due 2027
Entity Listings [Line Items]
Title of 12(b) Security	1.450% Notes due 2027
Trading Symbol	TMO 27
Security Exchange Name	NYSE
1.750% Notes due 2027
Entity Listings [Line Items]
Title of 12(b) Security	1.750% Notes due 2027
Trading Symbol	TMO 27B
Security Exchange Name	NYSE
0.500% Notes due 2028
Entity Listings [Line Items]
Title of 12(b) Security	0.500% Notes due 2028
Trading Symbol	TMO 28A
Security Exchange Name	NYSE
1.375% Notes due 2028
Entity Listings [Line Items]
Title of 12(b) Security	1.375% Notes due 2028
Trading Symbol	TMO 28
Security Exchange Name	NYSE
1.950% Notes due 2029
Entity Listings [Line Items]
Title of 12(b) Security	1.950% Notes due 2029
Trading Symbol	TMO 29
Security Exchange Name	NYSE
0.875% Notes due 2031
Entity Listings [Line Items]
Title of 12(b) Security	0.875% Notes due 2031
Trading Symbol	TMO 31
Security Exchange Name	NYSE
2.375% Notes due 2032
Entity Listings [Line Items]
Title of 12(b) Security	2.375% Notes due 2032
Trading Symbol	TMO 32
Security Exchange Name	NYSE
2.875% Notes due 2037
Entity Listings [Line Items]
Title of 12(b) Security	2.875% Notes due 2037
Trading Symbol	TMO 37
Security Exchange Name	NYSE
1.500% Notes due 2039
Entity Listings [Line Items]
Title of 12(b) Security	1.500% Notes due 2039
Trading Symbol	TMO 39
Security Exchange Name	NYSE
1.875% Notes due 2049
Entity Listings [Line Items]
Title of 12(b) Security	1.875% Notes due 2049
Trading Symbol	TMO 49
Security Exchange Name	NYSE