Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
A summary of the share repurchase activity for the company’s first quarter of 2023 follows:
Period Total number of shares purchased Average price paid per share (1) Total number of shares purchased as part of publicly announced plans or programs (2) Maximum dollar amount of shares that may yet be purchased under the plans or programs (1)(2)
(in millions)
Fiscal January (Jan. 1 - Feb. 4) 5,222,234 $ 574.47 5,222,234 $ 1,000
Fiscal February (Feb. 5 - Mar. 4) — — — 1,000
Fiscal March (Mar. 5 - Apr. 1) — — — 1,000
Total first quarter 5,222,234 $ 574.47 5,222,234 $ 1,000
(1) Amounts exclude excise taxes and other transaction costs.
(2) On November 10, 2022, the Board of Directors authorized the repurchase of up to $4.00 billion of the company’s common stock. All of the shares of common stock repurchased by the company during the first quarter of 2023 were under this program.
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THERMO FISHER SCIENTIFIC INC.
Item 6. Exhibits
Exhibit
Number Description of Exhibit
10.1 Form of Thermo Fisher Scientific Inc.’s Performance Restricted Stock Unit Agreement effective as of February 22, 2023 *
10.2 Form of Thermo Fisher Scientific Inc.’s Restricted Stock Unit Agreement effective as of February 22, 2023 *
10.3 Form of Thermo Fisher Scientific Inc.’s Nonstatutory Stock Option Agreement effective as of February 22, 2023 *
10.4 Form of Thermo Fisher Scientific Inc.’s Performance Restricted Stock Unit Agreement between Thermo Fisher Scientific Inc. and Marc N. Casper effective as of February 22, 2023 *
10.5 Form of Thermo Fisher Scientific Inc.’s Restricted Stock Unit Agreement between Thermo Fisher Scientific Inc. and Marc N. Casper effective as of February 22, 2023 *
10.6 Form of Thermo Fisher Scientific Inc.’s Nonstatutory Stock Option Agreement between Thermo Fisher Scientific Inc. and Marc N. Casper effective as of February 22, 2023 *
10.7 Form of Executive Change in Control Retention Agreement for Officers (other than Marc N. Casper) *
31.1 Certification of Chief Executive Officer required by Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer required by Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Executive Officer required by Exchange Act Rules 13a-14(b) and 15d-14(b), as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .**
32.2 Certification of Chief Financial Officer required by Exchange Act Rules 13a-14(b) and 15d-14(b), as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .**
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH XBRL Taxonomy Extension Schema Document.
101.CAL XBRL Taxonomy Calculation Linkbase Document.
101.DEF XBRL Taxonomy Definition Linkbase Document.
101.LAB XBRL Taxonomy Label Linkbase Document.
101.PRE XBRL Taxonomy Presentation Linkbase Document.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
The Registrant agrees, pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, to furnish to the Commission, upon request, a copy of each instrument with respect to long-term debt of the Registrant or its consolidated subsidiaries.
_______________________
* Indicates management contract or compensatory plan, contract or arrangement.
** Certification is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section. Such certification is not deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act except to the extent that the registrant specifically incorporates it by reference.
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SIGNATURES
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, thereunto duly authorized.
Date: May 5, 2023 THERMO FISHER SCIENTIFIC INC.
/s/ Stephen Williamson
Stephen Williamson
Senior Vice President and Chief Financial Officer
/s/ Joseph R. Holmes
Joseph R. Holmes
Vice President and Chief Accounting Officer
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